Business Banking – Terms & Conditions


Business Banking – Terms & Conditions

Business Banking Service Agreement

This AGREEMENT is made today, by and between First & Farmers National Bank (“Bank”), with an address of 2020 S. Hwy 27 | Somerset, KY 42501, and your company.

WHEREAS, Bank offers its customers access to certain electronic Business Banking and information services (“Business Banking”) provided by our Business Banking Vendor, which services are available to customers over the Internet; and

NOW THEREFORE, the parties hereto agree as follows:

WHEREAS, Company wishes to obtain the right to access Business Banking Services upon the following terms and conditions;

  1. Services. Subject to the terms and conditions of this Agreement, Bank hereby grants Company and Company hereby accepts a non-exclusive, non-transferable right to access and use each of the Business Banking Services set out in Company’s Web Service Application (collectively, the “Services”). Company may at any time request the right to access and use additional Services by delivering a written request for same to Bank in-form and substance satisfactory to Bank. Such written request is subject to acceptance by Bank. Company agrees that the Services may be modified at any time to upgrade or improve functionality.
  1. Company Accounts.

(a) Company hereby requests that each of its accounts maintained by Company with Bank identified on Company’s Web Service Application be made available for access through the appropriate Service. Company may at any time request that additional accounts be made available for access through the appropriate Service by delivering a written request for same to Bank in form and substance satisfactory to Bank. Company may request Bank to include accounts of affiliated companies for access through appropriate Services. Such written requests are subject to acceptance by Bank.  Accounts for which Company requests such access are referred to in this Agreement as the “Accounts.”

(b) Any request by Company for access to Accounts is subject to acceptance by Bank. Company represents and warrants that it is authorized to make any such request and to access all such Accounts and that any person signing any such request is authorized by Company or its affiliated companies to do so. Company shall provide to Bank written authorization, in form and substance satisfactory to Bank, from such affiliated companies permitting their Account(s) to be accessed by Company through Services.

  1. Bank’s Obligations and Limitations of Liability.

(a) Bank agrees to transmit financial data under its control required to utilize the Services selected by Company and to act on appropriate instructions received from Company in connection with such Services. Company acknowledges and agrees that the Services may be provided by Bank or its designated agent.

(b) Bank shall use reasonable efforts to provide Company with access to Services in accordance with the provisions of this Agreement. Company acknowledges that Services availability is at all times conditioned upon the operation and availability of those computer services and systems used in communicating Company’s instructions and requests to Bank and Bank’s response.

(c) BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (I) ANY FAILURE OR INTERRUPTION OF THE COMPUTER SERVICES AND SYSTEMS, OR ANY PART THEREOF, USED IN COMMUNICATING COMPANY’S INSTRUCTIONS AND REQUESTS TO BANK AND BANK’S RESPONSE; (II) ANY ACT, ERROR OR OMISSION OF COMPANY, ITS EMPLOYEES OR ITS AGENTS (INCLUDING WITHOUT LIMITATION THE AMOUNT, TIMELINESS AND ACCURACY OF ANY INFORMATION OR INSTRUCTIONS TRANSMITTED TO BANK) OR OF ANY OTHER PERSON; (III) BANK’S FAILURE OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, STRIKE OR OTHER LABOR DISPUTES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES OR EVENTS BEYOND BANK’S REASONABLE CONTROL; (IV) BANK’S DISHONOR OF ANY ITEM WITH RESPECT TO ANY ACCOUNT OF COMPANY OR ITS AFFILIATED COMPANIES THAT RESULTS FROM ANY ACT OR OMISSION OF COMPANY OR ITS AFFILIATED COMPANIES; (V) ANY ERROR, MALFUNCTION OR FAULT IN ANY SOFTWARE, COMPUTER PROGRAM, WEB SITE OR EQUIPMENT USED BY COMPANY OR BANK, ITS EMPLOYEES, ITS AGENTS OR ANY OTHER PERSON IN CONNECTION WITH THE SERVICES; (VI) ANY UNAUTHORIZED PERSON GAINING ACCESS TO OR OTHERWISE MAKING USE OF THE SERVICES; OR (VII) ANY MISUSE OR UNAUTHORIZED USE OF OR ACCESS TO THE SERVICES OR DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR INSTRUCTIONS OF COMPANY BY COMPANY’S EMPLOYEES, AGENTS, OR OTHER THIRD PARTIES. SUBJECT TO THE FOREGOING EXCLUSIONS AND EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BANK’S

SOLE LIABILITY FOR DAMAGES TO COMPANY FOR ANY CAUSE OR CLAIM WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY COMPANY AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER; THAT THE MAXIMUM AGGREGATE LIABILITY OF BANK RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED THE TOTAL FEES OR CHARGES PAID BY COMPANY FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE SIX- MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED AND PROVIDED FURTHER THAT IF ANY SUCH DIRECT DAMAGES INCLUDE LOSS OF INTEREST BY COMPANY, INTEREST SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE AT THE FEDERAL RESERVE BANK OF NEW YORK FOR THE PERIOD INVOLVED. IN CONSIDERATION FOR BANK ALLOWING COMPANY USE OF SUCH SERVICES, COMPANY AGREES THAT IN NO EVENT SHALL BANK BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF BANK IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

  1. Company’s Obligations. As relates to Bank’s provision of Services, Company agrees to the following:

(a) Company is, and shall remain, solely and exclusively responsible for any and all financial risks, including without limitation insufficient funds, associated with accessing Services. Bank shall not be liable in any manner for such risk unless (i) Company makes a request that is complete, accurate and in accordance with the terms of this Agreement and Bank’s then-applicable policies or procedures; and (ii) Company is assessed a penalty or late fee due solely to Bank’s wrongful act or omission. In no event shall Bank’s responsibilities for such penalties or late fees exceed an aggregate amount of $100.00.

(b) Company will use the Services in accordance with such reasonable policies and procedures as may be established by Bank.

(c) Company assumes exclusive responsibility for the consequences of any instructions it may give to Bank, for Company’s failures to access Services properly in a manner prescribed by Bank, and for Company’s failure to supply accurate input information, including without limitation any information contained in Company’s Web Service Application.  Company assumes exclusive responsibility for the consequences of any acts, errors or omissions of its employees or agents in connection with the Services.

(d) Company will verify and reconcile any out-of-balance condition, and promptly notify Bank of any errors in the foregoing within 60 days after receipt of the applicable detail report(s) from Bank. If notified within such period, Bank shall correct and resubmit all erroneous files, reports, and other data at Bank’s then-applicable charges.

(e) Company is solely responsible for purchasing, obtaining, installing, or operating any equipment or software needed to access the Internet or the Services, and shall be responsible for maintaining such equipment or software in operating condition, including without limitation any mandatory maintenance service programs prescribed by Bank. Bank assumes no liability, responsibility for or control over Internet access of Company’s on-site systems and remote employee or affiliate access.

(f) Company is solely responsible for payment of all telecommunications expenses associated with Services.

(g) Company is solely responsible for ensuring that any equipment or software used in connection with the Services is and remains free of viruses.

(h) Company may transfer funds under this Agreement only in United States Dollars.

(i) In the event that Bank incurs any loss or expense arising out of or relating to (i) any act, error or omission of Company, its employees or its agents, (ii) any misuse or unauthorized use of or access to the Services by Company, its employees, its agents or any other person, (iii) any error, malfunction or fault in any software, computer program, web site or equipment used by Company, its employees, its agents or any other person in connection with the Services, Company shall promptly reimburse Bank in full for any such loss or expense. In the event that Company fails to so reimburse Bank, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligation to pay such sums.

(j) Company represents and agrees that it will perform its obligations under this Agreement in accordance with all applicable law and regulations to include compliance with all OFAC and BSA regulations.

  1. Use of Services. Company will use the Services only for its own internal business use in accordance with the terms of this Agreement, any applicable policies or procedures Bank may establish and any applicable policies or procedures that our Business Banking Vendor may establish and provide to Bank.
  1. Policies or Procedures. This Agreement shall be subject to such policies or procedures as Bank may establish concerning the Services. Company acknowledges and agrees that Bank may modify any policies and procedures at any time without prior notice to Company.
  1. Suspension of Services. Bank may suspend Company’s access to the Services in the event that Bank reasonably determines such suspension is necessary in order to protect the Services or Bank from harm or compromise of integrity, security, reputation, or operation.
  1. Business Days. For purposes of transactions, Bank’s Business Days are Monday through Friday, excluding all United States holidays and any other days on which Bank is not open for business. Company acknowledges that transactions utilizing the Services made on a non-Business Day or after 2:00 p.m. (Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question) on a Business Day will be processed on Bank’s next Business Day.
  1. Automated Clearing House Transfers. In the event Company elects to access and use Business Banking Automated Clearing House (“ACH”) Service(s), Company shall execute and be bound by the ACH Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any ACH Addendum executed by Company.
  1. Wire Transfers. In the event Company elects to access and use Business Banking’s Wire Transfer Service(s), Company shall execute and be bound by the Wire Transfers Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any Wire Transfers Addendum executed by Company.
  1. Stop Payments. In the event Company elects to access and use Business Banking’s Stop Payments Service(s) , Company shall execute and be bound by the Stop Payments Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any Stop Payments Addendum executed by Company.
  1. Federal Taxes. In the event Company elects to access and use Business Banking to pay, withhold and or otherwise assist Company in satisfying its federal tax obligation, Company assumes exclusive responsibility for, and Bank assumes no liability, responsibility for or control over, the transmission of such request nor the acts occurring as a result of such requests. COMPANY UNDERSTANDS THAT, AT THE TIME OF EXECUTION OF THIS AGREEMENT, BANK HAS NO OBLIGATIONS TO OFFER OR CARRY THROUGH WITH THE SERVICES MENTIONED IN THIS PARAGRAPH AND COMPANY OFFERS AS CONSIDERATION FOR SUCH SERVICES THE RELEASE FROM LIABILITY DETAILED IN THE PREVIOUS PARAGRAPH.
  1. Rejection of Service Requests. Bank may, but is not required to, reject any request transmitted via Business Banking if the request is incomplete or inaccurate in any respect, if the request involves a transfer of funds from an Account in which there are insufficient funds to cover the request, or if the request otherwise would involve a credit or payment risk to Bank. Should Bank, at its sole option, elect to honor any transfer request against insufficient funds, Company shall pay Bank immediately upon demand any overdraft amounts, together with any overdraft fees or charges that Bank may assess against Company in accordance with Bank’s applicable policies and procedures then in effect, and Bank may, without prior notice to Company, use funds from any other account maintained by Company with Bank to satisfy any such overdraft.
  1. Cancellation or Amendment of Service Requests. Unless otherwise expressly provided in this Agreement, Company may not cancel or amend any service request after Company submits such request via Business Banking.
  1. Security. Company acknowledges that Business Banking is a product of our Business Banking Vendor. Company acknowledges and agrees that Bank has no obligation to provide, or responsibility for, security in connection with Business Banking or the Services.
  1. Fees or Charges: Company agrees to pay promptly to Bank all fees or charges for the Services at the then-applicable rates. Such fees or charges may be changed by Bank at any time without prior notice to Company. In the event that Company fails to pay any such fees or charges when due, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligation to pay such fees or charges. In addition to said fees or charges, Company shall pay all tariffs, duties or taxes (excluding United States federal, state and local taxes on Bank’s income) imposed by any government or governmental agency in connection with any Service performed or transaction executed pursuant to this Agreement.
  1. Disclaimer of Warranties.

(a) COMPANY AGREES AND ACKNOWLEDGES THAT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BANK IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM COMPANY’S USE OF THE SERVICES.

(b) BANK MAKES NO AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BANK DISCLAIMS ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES (INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE FREE FROM ERROR). COMPANY FURTHER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. BANK HEREBY DISCLAIMS, AND COMPANY HEREBY ASSUMES, ALL RISKS RELATING TO THE FOREGOING.

  1. Force Majeure. Bank shall not be responsible for liability, loss, or damage of any kind resulting from any delay in the performance of or failure to perform its responsibilities hereunder due in whole or in part to causes beyond Bank’s reasonable control.
  1. Term: Termination. The term of this Agreement shall begin on the date upon which Bank executes this Agreement and shall continue until terminated as provided in this section. Either party may terminate this Agreement upon not less than thirty (30) days’ prior written notice to the other party. Bank may terminate this Agreement, with immediate effect, upon written notice to Company at any time (i) after the commencement of any voluntary or involuntary bankruptcy, insolvency, receivership arrangement, reorganization, dissolution or liquidation by or against Company, (ii) if Company makes a general assignment for the benefit of creditors, or upon any merger or acquisition of Company into or by another entity, (iii) upon any breach by Company of this Agreement or any other agreement or obligation Company has entered into with Bank or any of Bank’s affiliates, (iv) upon any event evidencing to Bank a material deterioration in Company’s financial status or condition or that credit risks undertaken by Bank in furnishing Services may be materially increased (including without limitation insufficient available funds to pay items presented for payment or other return item risks), (v) if Bank has reasonable cause to believe that Company, its employees or its agents is or has engaged or will engage in any willful misconduct, fraud, criminal activity or intentional tort, or (vi) if Bank’s agreement(s) with our Business Banking Vendor relating to Business Banking terminate, expire or are modified in any way that prevents Bank in whole or in part from offering access to the Services. Notwithstanding any such notice of termination, this Agreement shall remain effective in respect of any transaction initiated prior to such termination. Upon any termination of this Agreement, (i) Company will immediately cease using the Services, (ii) Company shall promptly remit all unpaid monies due under this Agreement and (Iii) all rights and obligations of the parties shall terminate except that the rights and obligations of the parties under Sections 3(c), 4(a), 4(i), 6, 16, 18, 19 and 20 shall survive.
  1. Indemnification. Company agrees to indemnify, defend and hold harmless Bank and its shareholders, directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of actions (including reasonable attorneys’ fees and expenses and court costs) brought or obtained by any third party arising from or relating to: (i) any breach by Company of any of its representations, warranties, covenants or obligations under this Agreement; (ii) Bank’s performance of Services under this Agreement; (iii) any claim by any person that Bank is responsible for any act or omission of Company or any other person in connection with the Services; (iv) any willful misconduct, fraud, criminal activity, intentional tort or negligence of Company, its employees, or its agents involving use of the Services; (v) any actions or omissions of Company, its employees or its agents relating to the Services; (vi) any transmission or instruction, whether or not authorized, acted upon by Bank in good faith and (vii) any error, malfunction or fault in any software, computer program, web site or equipment used by Company, its employees, its agents or any other person in connection with the Services. Bank shall provide Company with prompt notice of any claims and shall give Company full authority and assistance (at Company’s expense) for the defense of any such claims; provided, however, that Bank may participate in such defense and settlement with counsel of Bank’s own choosing at Bank’s own expense and provided, further, that Company shall have no authority to settle any claim against any Indemnified Party without the prior written consent of such Indemnified Party.
  1. Miscellaneous.

(a) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Kentucky. Each party agrees that any action or suit arising out of or relating to this Agreement, Business Banking or the Services shall be filed only in a state or federal court located in Pulaski County, Kentucky, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any such actions or suits. If bank prevails in any such action or suit, Bank shall be entitled to recover from company, in addition to any other relief which Bank may be entitled, reasonable attorney fees, expenses and court costs that Bank incurred in connection with such suit or action.

(b) The parties hereto acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement, any Addenda to this Agreement, and any modifications made pursuant to this Agreement or Addenda constitute the complete and exclusive expression of the terms of this Agreement between the parties, and supersede all other proposals, whether oral or written, understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating to the subject matter of this Agreement. The parties further agree that this Agreement may not in any way be explained or supplemented by a prior or existing course of dealings between the parties or by any prior performance between the parties pursuant to this Agreement or otherwise.

(c) No amendment or supplement to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but such counterparts together shall constitute one instrument. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect. The failure of Bank to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default.

(d) No party to this Agreement shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that Bank may assign some or all of its obligations to an agent or agents who shall be subject to this Agreement.

(e) Any notice given under this Agreement shall be in writing, shall be sent by United States mail, certified, return receipt requested and shall be deemed received three days after being mailed and properly addressed to the intended party at the address set forth above, or at such other address as a party may designate by means of written notice in accordance with the terms of this subsection. Bank shall be entitled to rely on any written notice or other written or oral communication that Bank believes in good faith to be genuine and to have been originated by Company, whether or not actually authorized by Company.

(f) If the performance of Services under this Agreement would result in a violation of any existing or future law, rule, regulation or government policy to which Bank is subject, this Agreement will be deemed amended to the extent necessary to comply with that law, rule, regulation or government policy, and BANK SHALL NOT BE LIABLE TO COMPANY OR TO ANY OTHER PERSON AS A RESULT OF SUCH VIOLATION OR AMENDMENT.

IN WITNESS WHEREOF, the parties to this Agreement have carefully read the foregoing terms, have been given an opportunity to have said terms reviewed by counsel, and have caused their duly authorized representatives to execute this Agreement as of the date first written above.

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

Automated Clearing House Addendum to Business Banking Service Agreement

This Automated Clearing House (“ACH”) Addendum is made this day by and between First & Farmers National Bank (“Bank”), and your company.

  1. Addendum. The parties to this ACH Addendum agree that it forms part of the Business Banking Service Agreement (the “Agreement”) by and between the parties, is incorporated therein and is subject to the terms and conditions of the Agreement. References to the “Agreement” in this Addendum shall be deemed to include this Addendum.
  1. Definitions. For purposes of this Addendum, capitalized terms not defined herein shall have the meanings set forth in the Agreement or in the Rules. The following terms shall have the meanings indicated:

“Act” shall mean the Federal Electronic Funds Transfer Act, as amended from time to time.

“Article 4A” shall mean Article. 4A of the Uniform Commercial Code as adopted in the Commonwealth of Kentucky, as amended from time to time.

“Consumer” shall have the meaning set forth in the Act and Regulation E.

“Credit” shall mean an Entry for the withdrawal of funds from an Account for deposit to the accounts of Company or of third parties at Bank or at other PDFls.

“Cutoff Time” for purposes of this Addendum shall mean 2:00 p.m. Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question.

“Debit” shall mean an Entry for the payment into an Account from the accounts of Company or of third parties at Bank or at other PDFls.

“Effective Entry Date” shall mean the date specified by Company on which it intends a batch or file of Entries to be settled.

“Entry” or “Entries” shall have the meaning provided in the Rules, shall also mean the data received from Company from which Bank prepares Entries, and shall include On-Us Entries unless context indicates otherwise.

“NACHA” shall mean the National Automated Clearing House Association.

“ODFI” shall mean an Originating Depository Financial Institution, as defined in the Rules.

.On-Us Entry” shall mean a Credit or Debit to a recipient’s account maintained at Bank.

.PDFI” shall mean a Participating Depository Financial Institution, as defined in the Rules.

“RDFI” shall mean Receiving Depository Financial Institution, as defined in the Rules.

“Regulation E” shall mean 12 C.F.R. Part 205.

“Rules” shall mean the Operating Rules of NACHA, as amended from time to time.

“Settlement Date” shall mean the date on which an exchange of funds with respect to an Entry is reflected on the books of Bank or of any other Federal Reserve Bank.

  1. Automated Clearing House Transfers. Company may use Business Banking to transmit data files to Bank for submission to the Automated Clearing House system. Company’s data files shall be in form and substance satisfactory to Bank and in accordance with the Rules and with any policies and procedures Bank may establish.
  1. Bank’s Data Processing Provider. Company acknowledges and agrees that any service to be provided by Bank under this ACH Addendum may, at Bank’s sole option, be provided by Bank or by a data processing provider (“Bank’s Data Processing Provider”).
  1. 5. Processing, Transmittal and Settlement by Bank. All Entries are subject to acceptance by Bank. Except as provided below, Bank or Bank’s Data Processing Provider shall (i) process accepted Entries received from Company to conform to the file specifications set forth in the Rules, (ii) transmit such Entries for Bank as an ODFI, and (iii) settle for such Entries as provided in the Rules. Bank or Bank’s Data Processing Provider shall transmit such Entries prior to the Effective Entry Date shown in such Entries, provided (i) such Entries are received by Bank no later than the Cutoff Time on a Business Day and (ii) the Effective Entry Date of such Entries is at least one Business Day after such Business Day. Entries shall be deemed received by Bank when the transmission is received by Bank or Bank’s Data Processing Provider, as applicable. If any of the requirements described in this section is not met, Bank or Bank’s Data Processing Provider shall use reasonable efforts to transmit such Entries on the next Business Day following the Effective Entry Date.
  1. On-Us Entries. Subject to the provisions of the Agreement, in the case of an On-Us Entry, Bank shall credit or debit the recipient’s account in the amount of such On-Us Entry on the Effective Entry Date contained in such On-Us Entry, provided (i) such On-Us Entry is received by Bank no later than the Cutoff Time on a Business Day and (ii) the Effective Entry Date of such On-Us Entry is at least one Business Day after such Business Day. If any of the requirements described in this section is not met, Bank or Bank’s Data Processing Provider shall use reasonable efforts to transmit such On-Us Entry on the next Business Day following the Effective Entry Date.
  1. Rejection of Entries.

(a) All Entries are subject to acceptance by Bank, and Bank or Bank’s Data Processing Provider may reject any Entry, with or without cause, at its sole discretion. Without limiting the foregoing, Bank or Bank’s Data Processing Provider may reject any Entry that does not comply with the requirements of Sections 3, 5 and 6, or which contains an Effective Entry Date more than thirty-one days after the Business Day such Entry is received by Bank. Bank or Bank’s Data Processing Provider may reject any On-Us Entry for any reason for which an Entry may be returned under the Rules. Bank or Bank’s Data Processing Provider may reject any Entry if Company has failed to comply with its account balance obligations under Section 10 of this Addendum. Bank or Bank’s Data Processing Provider shall notify Company by telephone, facsimile or electronic transmission of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Bank’s Data Processing Provider or, in the case of any On-Us Entry, its Effective Entry Date.

(b) BANK SHALL HAVE NO LIABILITY TO COMPANY OR ANY OTHER PERSON BY REASON OF THE REJECTION OF ANY SUCH ENTRY OR THE FACT THAT SUCH NOTICE IS NOT GIVEN AT AN EARLIER TIME THAN THAT PROVIDED FOR HEREIN.

(c) In the event any Entries are rejected by Bank or Bank’s Data Processing Provider for any reason whatsoever, Company shall resubmit such Entries; provided, however, Bank’s Data Processing Provider shall resubmit rejected Entries where such rejection was due to any action by Bank or Bank’s Data Processing Provider and sufficient data is available to permit Bank or Bank’s Data Processing Provider to resubmit such Entries. Company shall retain and provide Bank or Bank’s Data Processing Provider, on request, all information necessary to resubmit any file or batch of entries for three days following midnight of the Settlement Day.

  1. Cancellation or Amendment by Company. Company shall have no right to cancel or amend any Entry after its receipt by Bank or Bank’s Data Processing Provider.
  1. Returned Entries. Bank shall notify Company by telephone, facsimile or electronic transmission of Bank’s receipt of any returned Entry no later than three Business Days after the Business Day of such receipt. Except for an Entry resubmitted by Company in accordance with the requirements hereof, Bank shall have no obligation to retransmit a returned Entry. Bank shall credit or debit the originating Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Company or provided funds to Company. Such credit or debit shall be made as of the day of such receipt by Bank.
  1. Payment. Company shall at all times maintain available funds in the appropriate Accounts sufficient to cover its payment obligations under this Addendum (including without limitation the amount of each Entry to be debited to such Account on the date of transmittal by Bank or Bank’s Data Processing Provider of such Entry, the amount of each On-Us Entry to be debited to such Account at such time on the Effective Entry Date of such Entry, and the amount of any returned items to be debited to such Account). In the event there are not sufficient available funds in an Account to cover Company’s obligations under this Addendum, Bank may at its discretion, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligations under this Addendum.
  1. Account Reconciliation.

(a) Entries accepted and processed by Bank’s Data Processing Provider will be reflected on Company’s periodic statement issued by Bank with respect to the Accounts pursuant to the account agreements between Bank and Company. Company shall notify Bank promptly of any discrepancy between Company’s records and the information shown on any such periodic statement.

(b) If Company fails to notify Bank of any such discrepancy within fourteen calendar days of Bank’s mailing or delivery of a periodic statement containing such information, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY ARISING FROM OR RELATING TO (I) COMPANY’S FAILURE TO GIVE SUCH NOTICE OR (II) ANY ENTRY SHOWN ON OR OMITTED FROM SUCH PERIODIC STATEMENT, NOR SHALL BANK BE LIABLE FOR ANY LOSS OF INTEREST RELATING TO ANY ENTRY SHOWN ON OR OMITTED FROM ANY SUCH PERIODIC STATEMENT.

  1. Other Agreements. This Addendum shall control only those ACH transactions originated via Business Banking and shall not modify, amend or otherwise affect any other agreement between Company and Bank for the performance of ACH transactions by any means other than Business Banking.
  1. Company Representations and Agreements: Indemnity.

(a) Company represents to Bank and agrees that (i) each person shown as the recipient on an Entry received by Bank from Company has authorized the initiation of such entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Company shall perform its obligations under the Agreement in accordance with all applicable laws and regulations, including without limitation, and to the extent applicable, the Rules, Article 4A, the Act and Regulation E and (iv) Company shall be bound by and comply with the Rules as in effect from time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the recipient provisional until receipt by the RDFI of final settlement for such Entry; and Company specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the recipient of the, amount credited and Company shall not be deemed to have paid the recipient the amount of the Entry.

(b) Company shall indemnify, defend and hold harmless Bank against any loss, liability or expense (including attorneys’ fees and expenses and court costs) arising out of or relating to any breach of any of the foregoing representations or agreements.

  1. Inspection

Upon reasonable notice from Bank to Company, Bank shall have the right to inspect Company’s books and records and to make on-site visits to any and all Company locations with regard to all information deemed by Financial Institution to be necessary or pertinent to Company’s use of ACH services provided by Bank under this Agreement.  Information subject to Bank’s right of inspection shall include all information maintained by Company with respect to Company’s customers, clients, vendors and processors (including audits) if, in the opinion of Bank, Company’s relationship with such customers and clients is materially related to Company’s ACH transaction activity conducted through Bank under this Agreement.  Physical site visits may be conducted to ensure notification and communication processes and disclosure requirements are being followed with respect to those addressed in the Rules.

  1. Resolution of Inconsistencies.

(a) The Rules are incorporated in this Addendum by reference. In the event of any inconsistency between the Rules and the terms of this Addendum or the Agreement, the provisions of the Rules shall control. Bank will provide a copy of the Rules to Company upon written request.

(b) The terms of this Addendum or the Agreement shall prevail over any applicable, inconsistent provisions of Article 4A, to the extent permitted by law.

(c) Any applicable terms of the Act or Regulation E shall prevail over any inconsistent provisions of this Addendum or the Agreement.

  1. Limitations on Bank’s Obligations: Limitations on Bank’s Liability.
  2. a) In addition to the limitations of Bank’s liability set out in the Agreement, and without limiting their generality, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (I) ANY ACTS, ERRORS OR OMISSIONS BY COMPANY, ITS EMPLOYEES OR ITS AGENTS (INCLUDING WITHOUT LIMITATION ANY ERRONEOUS ENTRIES INITIATED BY COMPANY), OR (II) ANY ACTS, ERRORS OR OMISSIONS BY ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION ANY FEDERAL RESERVE BANK OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECIPIENT OR RDFI (INCLUDING WITHOUT LIMITATION THE RETURN OF AN ENTRY BY SUCH RECIPIENT OR RDFI), and no such person shall be deemed Bank’s agent.

(b) In the event Company determines that any Entry it has initiated was an error, Bank shall have no obligation to assist Company to correct the error, except that if Bank receives notice of the error from Company one or more Business Days prior to the Settlement Date, Bank may make reasonable efforts to initiate an adjusting Entry or stop payment within the time limit provided by the Rules and in accordance with any appropriate Addendum.

(c) Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines, or if Bank’s actions would otherwise violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. Governmental regulatory authority.

  1. Company’s Obligations and Acknowledgments. Company acknowledges and agrees that:

(a) Company shall be solely liable for any Request received by Bank that is the result of unauthorized, fraudulent, or dishonest use of or access to Business Banking, whether by agents or employees of Company, by third parties or otherwise.

(b) Company shall be solely liable for ensuring the accuracy of any Request, and bank has no obligation or responsibility to verify the accuracy of any Request, nor will it be liable for losses or damages arising out of any Request that contains erroneous information.

  1. Company’s Responsibility for Entries. If an Entry (or request for cancellation or amendment of an Entry) received by Bank was actually transmitted by Company, its employees or its agents (whether or not authorized), Company shall be obligated to pay the amount of the Entry as provided herein, whether or not that Entry was erroneous or unauthorized in any respect.
  1. Inconsistency of Name and Account Number. Company acknowledges and agrees that payment to the recipient of the Entry transmitted by Bank to the RDFI may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of account number alone, even if it identifies a person different from the named recipient, and that Company shall be obligated to pay the amount of any such Entry.
  1. Notification of Changes. Bank shall notify Company by telephone, facsimile or electronic transmission of Bank’s receipt of any notification of changes related to Entries transmitted by Company no later than three Business Days after receipt thereof.
  1. Termination. Upon any termination of the Agreement, all rights and obligations of the parties under this Addendum shall terminate except that the rights and obligations of the parties under Sections 7(b), 11(b), 13(b), 15 and 16 of this Addendum shall survive.
  1. Retention: Bank shall stay in compliance with current NACHA retention schedules. If Company requests a copy of any NACHA file, the bank shall provide that copy unless it is past the current NACHA retention schedule, or due to War, or loss of digital data.

The Company agrees to comply with applicable State and Federal Laws and Regulations and the Company warrants that it will not transmit any entry that violates the laws of the United States, including, without limitation, of the Office of Foreign Assets Control (OFAC). It shall further be the responsibility of the Company to obtain information regarding such OFAC Enforced Sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 1-800/540-OFAC, plus verifications on account holders can be checked on-line through the CSI System.) “The Company warrants that each entry is authorized by obtaining written authorizations for consumer entries in accordance with ACH Rules and U.S. Law and agrees to retain the original or Electronic Record for two (2) years after termination or revocation of such authorization.

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

Wire Transfers Addendum to Business Banking Service Agreement

This Wire Transfers Addendum is made this day by and between First & Farmers National Bank (“Bank”), and your company.

  1. Addendum. The parties to this Wire Transfers Addendum agree that it forms part of the Business Banking Service Agreement (the “Agreement”) by and between the parties, is incorporated therein and is subject to the terms and conditions of the Agreement. References to the “Agreement” in this Addendum shall be deemed to include this Addendum.
  1. Wire Transfers. Company may request via Business Banking (the “Request”) that Bank make wire transfers from any appropriate Account to any account of Company, any affiliated company or any third party, at Bank or at any other financial institution capable of receiving wire transfers from Bank. Company’s Request shall be in form and substance satisfactory to Bank and in accordance with any policies and procedures Bank may establish.
  1. Initiation of Wire Transfers.

(a) Bank may make wire transfers of available funds in an Account in accordance with a Request from Company. Bank may make such wire transfers by any reasonable means, including without limitation the use of such intermediary bank or banks as Bank deems advisable. Bank shall initiate the wire transfer on the Effective Date. The Effective Date shall be (i) the Business Day on which the Bank receives the Request, if the Request is received before 2:00 Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question (the “Cutoff Time”); (ii) the next Business Day, if Bank receives the Request after the Cutoff Time; or (iii) such other date as Company may specify in its Request, so long as any such date is not more than 30 days after Company submits its Request to Bank.

(b) Bank shall have no obligation or responsibility whatsoever to investigate or verify the authenticity or correctness of any Request or the identity or authority of the person initiating the same. Notwithstanding the foregoing, Bank may, in its sole discretion, take any action it deems appropriate to verify any Request.

  1. Cancellation and Amendment. Company may not cancel or amend a Request after the Cut-Off Time on the Effective Date.
  1. Rejected Transactions. Bank may reject any Request if the Request is incomplete or not in the correct form, if Company has not complied with all applicable policies and procedures established by Bank, if Bank in good faith doubts the authenticity, correctness or propriety of the Request, or if the Account to which the Request relates does not contain sufficient available funds. In the event Bank rejects a Request, Bank shall make reasonable efforts to so notify Company before the Cutoff Time by telephone. If Bank is not able to notify Company by telephone prior to the Cutoff Time, Bank shall send notice to Company by mail on the same Business Day.
  1. Payment. Bank shall debit the appropriate Account for the amount of the wire transfer requested by Company on the same Business Day the Bank initiates the wire transfer. In the event a wire transfer is not completed for any reason, Bank shall not be required to refund any funds to Company until Bank has received satisfactory confirmation of cancellation of the wire transfer and is in free possession of the funds from the wire transfer. In the case of any refund, Bank may deduct all expenses it incurred in connection with the uncompleted transfer before refunding the balance to Company.
  1. Fees. The Bank will charge the standard rate for any wire transfer placed on this account.
  1. Company’s Obligations and Acknowledgments. Company acknowledges and agrees that:

(a) Company shall be solely liable for any Request received by Bank that is the result of unauthorized, fraudulent, or dishonest use of or access to Business Banking, whether by agents or employees of Company, by third parties or otherwise.

(b) Company shall be solely liable for ensuring the accuracy of any Request, and bank has no obligation or responsibility to verify the accuracy of any Request, nor will it be liable for losses or damages arising out of any Request that contains erroneous information.

(c) Bank may rely on the identifying number of any intermediary or beneficiary’s bank included in Company’s Request as proper and conclusive identification of such intermediary or beneficiary’s bank, even though Company’s Request also identifies such intermediary or beneficiary’s bank by name; Company shall be responsible for any mistake in such identifying number(s) as provided to Bank; and Bank has no duty to verify any identifying number provided by Company.

(d) The beneficiary’s bank may make payment of the wire transfer requested by Company on the basis of an identifying or bank account number, even if such number identifies a person other than the beneficiary named in the payment order; Company shall be responsible for any mistake in such number as provided to Bank; and Bank has no duty to verify any identifying or bank account number provided by Company.

(e) Company shall be bound by and liable to Bank for any wire transfer executed pursuant to a Request, whether or not actually authorized by Company.

(f) Company shall ascertain the amount of available funds in the appropriate Account prior to making any Request for a wire transfer. Company acknowledges that Bank may decline or delay any Request for which there are not sufficient available funds. In the event there are not sufficient available funds in an Account to cover Company’s obligations under this Addendum, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligations under this Addendum.

  1. Limitation of Bank’s Liability. In addition to the limitations of Bank’s liability set out. in the Agreement, and without limiting their generality, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (A) BANK’S REJECTION OF ANY REQUEST FOR A WIRE TRANSFER, SO LONG AS BANK REJECTED THAT REQUEST IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT; OR (B) ANY ACT OR OMISSION OF ANY BANK OTHER THAN BANK (INCLUDING WITHOUT LIMITATION ANY INTERMEDIARY BANK OR BENEFICIARY’S BANK), OR OF ANY OTHER PERSON OR ENTITY IN CONNECTION WITH ANY WIRE TRANSFER REQUESTED BY COMPANY.
  1. Recording Telephone Calls. Bank may, but is not required to, record on audiotape any telephone call between Company and Bank relating to wire transfer activity. Bank may destroy any such tape at any time 50 days or more after the date of such telephone call, unless Bank has received written notice from Company prior to the expiration of such 50-day period requesting that Bank retain the tape of that telephone call. If Company fails to provide such notice before Bank destroys any such tape, Bank’s good faith statement of the contents of the communication it received shall be binding and conclusive.
  1. Definitions. For purposes of this Addendum, capitalized terms not defined herein shall have the meanings set forth in the Agreement.
  1. Termination. Upon any termination of the Agreement, all rights and obligations of the parties under this Addendum shall terminate except that the rights and obligations of the parties under Section 8 of this Addendum shall survive.

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

Business Banking – Terms & Conditions

 

Business Banking Service Agreement

 

This AGREEMENT is made today, by and between First & Farmers National Bank (“Bank”), with an address of 2020 S. Hwy 27 | Somerset, KY 42501, and your company.

 

WHEREAS, Bank offers its customers access to certain electronic Business Banking and information services (“Business Banking”) provided by our Business Banking Vendor, which services are available to customers over the Internet; and

 

NOW THEREFORE, the parties hereto agree as follows:

 

WHEREAS, Company wishes to obtain the right to access Business Banking Services upon the following terms and conditions;

 

  1. Services. Subject to the terms and conditions of this Agreement, Bank hereby grants Company and Company hereby accepts a non-exclusive, non-transferable right to access and use each of the Business Banking Services set out in Company’s Web Service Application (collectively, the “Services”). Company may at any time request the right to access and use additional Services by delivering a written request for same to Bank in-form and substance satisfactory to Bank. Such written request is subject to acceptance by Bank. Company agrees that the Services may be modified at any time to upgrade or improve functionality.

 

  1. Company Accounts.

(a) Company hereby requests that each of its accounts maintained by Company with Bank identified on Company’s Web Service Application be made available for access through the appropriate Service. Company may at any time request that additional accounts be made available for access through the appropriate Service by delivering a written request for same to Bank in form and substance satisfactory to Bank. Company may request Bank to include accounts of affiliated companies for access through appropriate Services. Such written requests are subject to acceptance by Bank.  Accounts for which Company requests such access are referred to in this Agreement as the “Accounts.”

 

(b) Any request by Company for access to Accounts is subject to acceptance by Bank. Company represents and warrants that it is authorized to make any such request and to access all such Accounts and that any person signing any such request is authorized by Company or its affiliated companies to do so. Company shall provide to Bank written authorization, in form and substance satisfactory to Bank, from such affiliated companies permitting their Account(s) to be accessed by Company through Services.

 

  1. Bank’s Obligations and Limitations of Liability.

(a) Bank agrees to transmit financial data under its control required to utilize the Services selected by Company and to act on appropriate instructions received from Company in connection with such Services. Company acknowledges and agrees that the Services may be provided by Bank or its designated agent.

 

(b) Bank shall use reasonable efforts to provide Company with access to Services in accordance with the provisions of this Agreement. Company acknowledges that Services availability is at all times conditioned upon the operation and availability of those computer services and systems used in communicating Company’s instructions and requests to Bank and Bank’s response.

 

(c) BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (I) ANY FAILURE OR INTERRUPTION OF THE COMPUTER SERVICES AND SYSTEMS, OR ANY PART THEREOF, USED IN COMMUNICATING COMPANY’S INSTRUCTIONS AND REQUESTS TO BANK AND BANK’S RESPONSE; (II) ANY ACT, ERROR OR OMISSION OF COMPANY, ITS EMPLOYEES OR ITS AGENTS (INCLUDING WITHOUT LIMITATION THE AMOUNT, TIMELINESS AND ACCURACY OF ANY INFORMATION OR INSTRUCTIONS TRANSMITTED TO BANK) OR OF ANY OTHER PERSON; (III) BANK’S FAILURE OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, STRIKE OR OTHER LABOR DISPUTES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES OR EVENTS BEYOND BANK’S REASONABLE CONTROL; (IV) BANK’S DISHONOR OF ANY ITEM WITH RESPECT TO ANY ACCOUNT OF COMPANY OR ITS AFFILIATED COMPANIES THAT RESULTS FROM ANY ACT OR OMISSION OF COMPANY OR ITS AFFILIATED COMPANIES; (V) ANY ERROR, MALFUNCTION OR FAULT IN ANY SOFTWARE, COMPUTER PROGRAM, WEB SITE OR EQUIPMENT USED BY COMPANY OR BANK, ITS EMPLOYEES, ITS AGENTS OR ANY OTHER PERSON IN CONNECTION WITH THE SERVICES; (VI) ANY UNAUTHORIZED PERSON GAINING ACCESS TO OR OTHERWISE MAKING USE OF THE SERVICES; OR (VII) ANY MISUSE OR UNAUTHORIZED USE OF OR ACCESS TO THE SERVICES OR DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR INSTRUCTIONS OF COMPANY BY COMPANY’S EMPLOYEES, AGENTS, OR OTHER THIRD PARTIES. SUBJECT TO THE FOREGOING EXCLUSIONS AND EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BANK’S

SOLE LIABILITY FOR DAMAGES TO COMPANY FOR ANY CAUSE OR CLAIM WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY COMPANY AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, HOWEVER; THAT THE MAXIMUM AGGREGATE LIABILITY OF BANK RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED THE TOTAL FEES OR CHARGES PAID BY COMPANY FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE SIX- MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED AND PROVIDED FURTHER THAT IF ANY SUCH DIRECT DAMAGES INCLUDE LOSS OF INTEREST BY COMPANY, INTEREST SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE AT THE FEDERAL RESERVE BANK OF NEW YORK FOR THE PERIOD INVOLVED. IN CONSIDERATION FOR BANK ALLOWING COMPANY USE OF SUCH SERVICES, COMPANY AGREES THAT IN NO EVENT SHALL BANK BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF BANK IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

 

  1. Company’s Obligations. As relates to Bank’s provision of Services, Company agrees to the following:

 

(a) Company is, and shall remain, solely and exclusively responsible for any and all financial risks, including without limitation insufficient funds, associated with accessing Services. Bank shall not be liable in any manner for such risk unless (i) Company makes a request that is complete, accurate and in accordance with the terms of this Agreement and Bank’s then-applicable policies or procedures; and (ii) Company is assessed a penalty or late fee due solely to Bank’s wrongful act or omission. In no event shall Bank’s responsibilities for such penalties or late fees exceed an aggregate amount of $100.00.

 

(b) Company will use the Services in accordance with such reasonable policies and procedures as may be established by Bank.

 

(c) Company assumes exclusive responsibility for the consequences of any instructions it may give to Bank, for Company’s failures to access Services properly in a manner prescribed by Bank, and for Company’s failure to supply accurate input information, including without limitation any information contained in Company’s Web Service Application.  Company assumes exclusive responsibility for the consequences of any acts, errors or omissions of its employees or agents in connection with the Services.

 

(d) Company will verify and reconcile any out-of-balance condition, and promptly notify Bank of any errors in the foregoing within 60 days after receipt of the applicable detail report(s) from Bank. If notified within such period, Bank shall correct and resubmit all erroneous files, reports, and other data at Bank’s then-applicable charges.

 

(e) Company is solely responsible for purchasing, obtaining, installing, or operating any equipment or software needed to access the Internet or the Services, and shall be responsible for maintaining such equipment or software in operating condition, including without limitation any mandatory maintenance service programs prescribed by Bank. Bank assumes no liability, responsibility for or control over Internet access of Company’s on-site systems and remote employee or affiliate access.

 

(f) Company is solely responsible for payment of all telecommunications expenses associated with Services.

 

(g) Company is solely responsible for ensuring that any equipment or software used in connection with the Services is and remains free of viruses.

 

(h) Company may transfer funds under this Agreement only in United States Dollars.

 

(i) In the event that Bank incurs any loss or expense arising out of or relating to (i) any act, error or omission of Company, its employees or its agents, (ii) any misuse or unauthorized use of or access to the Services by Company, its employees, its agents or any other person, (iii) any error, malfunction or fault in any software, computer program, web site or equipment used by Company, its employees, its agents or any other person in connection with the Services, Company shall promptly reimburse Bank in full for any such loss or expense. In the event that Company fails to so reimburse Bank, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligation to pay such sums.

 

(j) Company represents and agrees that it will perform its obligations under this Agreement in accordance with all applicable law and regulations to include compliance with all OFAC and BSA regulations.

 

 

 

 

  1. Use of Services. Company will use the Services only for its own internal business use in accordance with the terms of this Agreement, any applicable policies or procedures Bank may establish and any applicable policies or procedures that our Business Banking Vendor may establish and provide to Bank.

 

  1. Policies or Procedures. This Agreement shall be subject to such policies or procedures as Bank may establish concerning the Services. Company acknowledges and agrees that Bank may modify any policies and procedures at any time without prior notice to Company.

 

  1. Suspension of Services. Bank may suspend Company’s access to the Services in the event that Bank reasonably determines such suspension is necessary in order to protect the Services or Bank from harm or compromise of integrity, security, reputation, or operation.

 

  1. Business Days. For purposes of transactions, Bank’s Business Days are Monday through Friday, excluding all United States holidays and any other days on which Bank is not open for business. Company acknowledges that transactions utilizing the Services made on a non-Business Day or after 2:00 p.m. (Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question) on a Business Day will be processed on Bank’s next Business Day.

 

  1. Automated Clearing House Transfers. In the event Company elects to access and use Business Banking Automated Clearing House (“ACH”) Service(s), Company shall execute and be bound by the ACH Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any ACH Addendum executed by Company.

 

  1. Wire Transfers. In the event Company elects to access and use Business Banking’s Wire Transfer Service(s), Company shall execute and be bound by the Wire Transfers Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any Wire Transfers Addendum executed by Company.

 

  1. Stop Payments. In the event Company elects to access and use Business Banking’s Stop Payments Service(s) , Company shall execute and be bound by the Stop Payments Addendum to this Agreement, the terms of which shall be incorporated by reference in this Agreement as if fully set forth herein. Any references to the “Agreement” contained in this Agreement shall be deemed to include any Stop Payments Addendum executed by Company.

 

  1. Federal Taxes. In the event Company elects to access and use Business Banking to pay, withhold and or otherwise assist Company in satisfying its federal tax obligation, Company assumes exclusive responsibility for, and Bank assumes no liability, responsibility for or control over, the transmission of such request nor the acts occurring as a result of such requests. COMPANY UNDERSTANDS THAT, AT THE TIME OF EXECUTION OF THIS AGREEMENT, BANK HAS NO OBLIGATIONS TO OFFER OR CARRY THROUGH WITH THE SERVICES MENTIONED IN THIS PARAGRAPH AND COMPANY OFFERS AS CONSIDERATION FOR SUCH SERVICES THE RELEASE FROM LIABILITY DETAILED IN THE PREVIOUS PARAGRAPH.

 

  1. Rejection of Service Requests. Bank may, but is not required to, reject any request transmitted via Business Banking if the request is incomplete or inaccurate in any respect, if the request involves a transfer of funds from an Account in which there are insufficient funds to cover the request, or if the request otherwise would involve a credit or payment risk to Bank. Should Bank, at its sole option, elect to honor any transfer request against insufficient funds, Company shall pay Bank immediately upon demand any overdraft amounts, together with any overdraft fees or charges that Bank may assess against Company in accordance with Bank’s applicable policies and procedures then in effect, and Bank may, without prior notice to Company, use funds from any other account maintained by Company with Bank to satisfy any such overdraft.

 

  1. Cancellation or Amendment of Service Requests. Unless otherwise expressly provided in this Agreement, Company may not cancel or amend any service request after Company submits such request via Business Banking.

 

  1. Security. Company acknowledges that Business Banking is a product of our Business Banking Vendor. Company acknowledges and agrees that Bank has no obligation to provide, or responsibility for, security in connection with Business Banking or the Services.

 

 

 

 

 

 

  1. Fees or Charges: Company agrees to pay promptly to Bank all fees or charges for the Services at the then-applicable rates. Such fees or charges may be changed by Bank at any time without prior notice to Company. In the event that Company fails to pay any such fees or charges when due, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligation to pay such fees or charges. In addition to said fees or charges, Company shall pay all tariffs, duties or taxes (excluding United States federal, state and local taxes on Bank’s income) imposed by any government or governmental agency in connection with any Service performed or transaction executed pursuant to this Agreement.

 

  1. Disclaimer of Warranties.

(a) COMPANY AGREES AND ACKNOWLEDGES THAT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BANK IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM COMPANY’S USE OF THE SERVICES.

 

(b) BANK MAKES NO AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BANK DISCLAIMS ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES (INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE FREE FROM ERROR). COMPANY FURTHER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. BANK HEREBY DISCLAIMS, AND COMPANY HEREBY ASSUMES, ALL RISKS RELATING TO THE FOREGOING.

 

  1. Force Majeure. Bank shall not be responsible for liability, loss, or damage of any kind resulting from any delay in the performance of or failure to perform its responsibilities hereunder due in whole or in part to causes beyond Bank’s reasonable control.

 

  1. Term: Termination. The term of this Agreement shall begin on the date upon which Bank executes this Agreement and shall continue until terminated as provided in this section. Either party may terminate this Agreement upon not less than thirty (30) days’ prior written notice to the other party. Bank may terminate this Agreement, with immediate effect, upon written notice to Company at any time (i) after the commencement of any voluntary or involuntary bankruptcy, insolvency, receivership arrangement, reorganization, dissolution or liquidation by or against Company, (ii) if Company makes a general assignment for the benefit of creditors, or upon any merger or acquisition of Company into or by another entity, (iii) upon any breach by Company of this Agreement or any other agreement or obligation Company has entered into with Bank or any of Bank’s affiliates, (iv) upon any event evidencing to Bank a material deterioration in Company’s financial status or condition or that credit risks undertaken by Bank in furnishing Services may be materially increased (including without limitation insufficient available funds to pay items presented for payment or other return item risks), (v) if Bank has reasonable cause to believe that Company, its employees or its agents is or has engaged or will engage in any willful misconduct, fraud, criminal activity or intentional tort, or (vi) if Bank’s agreement(s) with our Business Banking Vendor relating to Business Banking terminate, expire or are modified in any way that prevents Bank in whole or in part from offering access to the Services. Notwithstanding any such notice of termination, this Agreement shall remain effective in respect of any transaction initiated prior to such termination. Upon any termination of this Agreement, (i) Company will immediately cease using the Services, (ii) Company shall promptly remit all unpaid monies due under this Agreement and (Iii) all rights and obligations of the parties shall terminate except that the rights and obligations of the parties under Sections 3(c), 4(a), 4(i), 6, 16, 18, 19 and 20 shall survive.

 

  1. Indemnification. Company agrees to indemnify, defend and hold harmless Bank and its shareholders, directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of actions (including reasonable attorneys’ fees and expenses and court costs) brought or obtained by any third party arising from or relating to: (i) any breach by Company of any of its representations, warranties, covenants or obligations under this Agreement; (ii) Bank’s performance of Services under this Agreement; (iii) any claim by any person that Bank is responsible for any act or omission of Company or any other person in connection with the Services; (iv) any willful misconduct, fraud, criminal activity, intentional tort or negligence of Company, its employees, or its agents involving use of the Services; (v) any actions or omissions of Company, its employees or its agents relating to the Services; (vi) any transmission or instruction, whether or not authorized, acted upon by Bank in good faith and (vii) any error, malfunction or fault in any software, computer program, web site or equipment used by Company, its employees, its agents or any other person in connection with the Services. Bank shall provide Company with prompt notice of any claims and shall give Company full authority and assistance (at Company’s expense) for the defense of any such claims; provided, however, that Bank may participate in such defense and settlement with counsel of Bank’s own choosing at Bank’s own expense and provided, further, that Company shall have no authority to settle any claim against any Indemnified Party without the prior written consent of such Indemnified Party.

 

  1. Miscellaneous.

(a) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Kentucky. Each party agrees that any action or suit arising out of or relating to this Agreement, Business Banking or the Services shall be filed only in a state or federal court located in Pulaski County, Kentucky, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any such actions or suits. If bank prevails in any such action or suit, Bank shall be entitled to recover from company, in addition to any other relief which Bank may be entitled, reasonable attorney fees, expenses and court costs that Bank incurred in connection with such suit or action.

 

(b) The parties hereto acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement, any Addenda to this Agreement, and any modifications made pursuant to this Agreement or Addenda constitute the complete and exclusive expression of the terms of this Agreement between the parties, and supersede all other proposals, whether oral or written, understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating to the subject matter of this Agreement. The parties further agree that this Agreement may not in any way be explained or supplemented by a prior or existing course of dealings between the parties or by any prior performance between the parties pursuant to this Agreement or otherwise.

 

(c) No amendment or supplement to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but such counterparts together shall constitute one instrument. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect. The failure of Bank to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default.

 

(d) No party to this Agreement shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that Bank may assign some or all of its obligations to an agent or agents who shall be subject to this Agreement.

 

(e) Any notice given under this Agreement shall be in writing, shall be sent by United States mail, certified, return receipt requested and shall be deemed received three days after being mailed and properly addressed to the intended party at the address set forth above, or at such other address as a party may designate by means of written notice in accordance with the terms of this subsection. Bank shall be entitled to rely on any written notice or other written or oral communication that Bank believes in good faith to be genuine and to have been originated by Company, whether or not actually authorized by Company.

 

(f) If the performance of Services under this Agreement would result in a violation of any existing or future law, rule, regulation or government policy to which Bank is subject, this Agreement will be deemed amended to the extent necessary to comply with that law, rule, regulation or government policy, and BANK SHALL NOT BE LIABLE TO COMPANY OR TO ANY OTHER PERSON AS A RESULT OF SUCH VIOLATION OR AMENDMENT.

 

IN WITNESS WHEREOF, the parties to this Agreement have carefully read the foregoing terms, have been given an opportunity to have said terms reviewed by counsel, and have caused their duly authorized representatives to execute this Agreement as of the date first written above.

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

 

Automated Clearing House Addendum to Business Banking Service Agreement

 

This Automated Clearing House (“ACH”) Addendum is made this day by and between First & Farmers National Bank (“Bank”), and your company.

 

  1. Addendum. The parties to this ACH Addendum agree that it forms part of the Business Banking Service Agreement (the “Agreement”) by and between the parties, is incorporated therein and is subject to the terms and conditions of the Agreement. References to the “Agreement” in this Addendum shall be deemed to include this Addendum.

 

  1. Definitions. For purposes of this Addendum, capitalized terms not defined herein shall have the meanings set forth in the Agreement or in the Rules. The following terms shall have the meanings indicated:

 

“Act” shall mean the Federal Electronic Funds Transfer Act, as amended from time to time.

“Article 4A” shall mean Article. 4A of the Uniform Commercial Code as adopted in the Commonwealth of Kentucky, as amended from time to time.

“Consumer” shall have the meaning set forth in the Act and Regulation E.

“Credit” shall mean an Entry for the withdrawal of funds from an Account for deposit to the accounts of Company or of third parties at Bank or at other PDFls.

“Cutoff Time” for purposes of this Addendum shall mean 2:00 p.m. Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question.

“Debit” shall mean an Entry for the payment into an Account from the accounts of Company or of third parties at Bank or at other PDFls.

“Effective Entry Date” shall mean the date specified by Company on which it intends a batch or file of Entries to be settled.

“Entry” or “Entries” shall have the meaning provided in the Rules, shall also mean the data received from Company from which Bank prepares Entries, and shall include On-Us Entries unless context indicates otherwise.

“NACHA” shall mean the National Automated Clearing House Association.

“ODFI” shall mean an Originating Depository Financial Institution, as defined in the Rules.

.On-Us Entry” shall mean a Credit or Debit to a recipient’s account maintained at Bank.

.PDFI” shall mean a Participating Depository Financial Institution, as defined in the Rules.

“RDFI” shall mean Receiving Depository Financial Institution, as defined in the Rules.

“Regulation E” shall mean 12 C.F.R. Part 205.

“Rules” shall mean the Operating Rules of NACHA, as amended from time to time.

“Settlement Date” shall mean the date on which an exchange of funds with respect to an Entry is reflected on the books of Bank or of any other Federal Reserve Bank.

 

  1. Automated Clearing House Transfers. Company may use Business Banking to transmit data files to Bank for submission to the Automated Clearing House system. Company’s data files shall be in form and substance satisfactory to Bank and in accordance with the Rules and with any policies and procedures Bank may establish.

 

  1. Bank’s Data Processing Provider. Company acknowledges and agrees that any service to be provided by Bank under this ACH Addendum may, at Bank’s sole option, be provided by Bank or by a data processing provider (“Bank’s Data Processing Provider”).

 

  1. 5. Processing, Transmittal and Settlement by Bank. All Entries are subject to acceptance by Bank. Except as provided below, Bank or Bank’s Data Processing Provider shall (i) process accepted Entries received from Company to conform to the file specifications set forth in the Rules, (ii) transmit such Entries for Bank as an ODFI, and (iii) settle for such Entries as provided in the Rules. Bank or Bank’s Data Processing Provider shall transmit such Entries prior to the Effective Entry Date shown in such Entries, provided (i) such Entries are received by Bank no later than the Cutoff Time on a Business Day and (ii) the Effective Entry Date of such Entries is at least one Business Day after such Business Day. Entries shall be deemed received by Bank when the transmission is received by Bank or Bank’s Data Processing Provider, as applicable. If any of the requirements described in this section is not met, Bank or Bank’s Data Processing Provider shall use reasonable efforts to transmit such Entries on the next Business Day following the Effective Entry Date.

 

 

 

 

 

  1. On-Us Entries. Subject to the provisions of the Agreement, in the case of an On-Us Entry, Bank shall credit or debit the recipient’s account in the amount of such On-Us Entry on the Effective Entry Date contained in such On-Us Entry, provided (i) such On-Us Entry is received by Bank no later than the Cutoff Time on a Business Day and (ii) the Effective Entry Date of such On-Us Entry is at least one Business Day after such Business Day. If any of the requirements described in this section is not met, Bank or Bank’s Data Processing Provider shall use reasonable efforts to transmit such On-Us Entry on the next Business Day following the Effective Entry Date.

 

  1. Rejection of Entries.

(a) All Entries are subject to acceptance by Bank, and Bank or Bank’s Data Processing Provider may reject any Entry, with or without cause, at its sole discretion. Without limiting the foregoing, Bank or Bank’s Data Processing Provider may reject any Entry that does not comply with the requirements of Sections 3, 5 and 6, or which contains an Effective Entry Date more than thirty-one days after the Business Day such Entry is received by Bank. Bank or Bank’s Data Processing Provider may reject any On-Us Entry for any reason for which an Entry may be returned under the Rules. Bank or Bank’s Data Processing Provider may reject any Entry if Company has failed to comply with its account balance obligations under Section 10 of this Addendum. Bank or Bank’s Data Processing Provider shall notify Company by telephone, facsimile or electronic transmission of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Bank’s Data Processing Provider or, in the case of any On-Us Entry, its Effective Entry Date.

 

(b) BANK SHALL HAVE NO LIABILITY TO COMPANY OR ANY OTHER PERSON BY REASON OF THE REJECTION OF ANY SUCH ENTRY OR THE FACT THAT SUCH NOTICE IS NOT GIVEN AT AN EARLIER TIME THAN THAT PROVIDED FOR HEREIN.

 

(c) In the event any Entries are rejected by Bank or Bank’s Data Processing Provider for any reason whatsoever, Company shall resubmit such Entries; provided, however, Bank’s Data Processing Provider shall resubmit rejected Entries where such rejection was due to any action by Bank or Bank’s Data Processing Provider and sufficient data is available to permit Bank or Bank’s Data Processing Provider to resubmit such Entries. Company shall retain and provide Bank or Bank’s Data Processing Provider, on request, all information necessary to resubmit any file or batch of entries for three days following midnight of the Settlement Day.

 

  1. Cancellation or Amendment by Company. Company shall have no right to cancel or amend any Entry after its receipt by Bank or Bank’s Data Processing Provider.

 

  1. Returned Entries. Bank shall notify Company by telephone, facsimile or electronic transmission of Bank’s receipt of any returned Entry no later than three Business Days after the Business Day of such receipt. Except for an Entry resubmitted by Company in accordance with the requirements hereof, Bank shall have no obligation to retransmit a returned Entry. Bank shall credit or debit the originating Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Company or provided funds to Company. Such credit or debit shall be made as of the day of such receipt by Bank.

 

  1. Payment. Company shall at all times maintain available funds in the appropriate Accounts sufficient to cover its payment obligations under this Addendum (including without limitation the amount of each Entry to be debited to such Account on the date of transmittal by Bank or Bank’s Data Processing Provider of such Entry, the amount of each On-Us Entry to be debited to such Account at such time on the Effective Entry Date of such Entry, and the amount of any returned items to be debited to such Account). In the event there are not sufficient available funds in an Account to cover Company’s obligations under this Addendum, Bank may at its discretion, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligations under this Addendum.

 

  1. Account Reconciliation.

(a) Entries accepted and processed by Bank’s Data Processing Provider will be reflected on Company’s periodic statement issued by Bank with respect to the Accounts pursuant to the account agreements between Bank and Company. Company shall notify Bank promptly of any discrepancy between Company’s records and the information shown on any such periodic statement.

 

(b) If Company fails to notify Bank of any such discrepancy within fourteen calendar days of Bank’s mailing or delivery of a periodic statement containing such information, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY ARISING FROM OR RELATING TO (I) COMPANY’S FAILURE TO GIVE SUCH NOTICE OR (II) ANY ENTRY SHOWN ON OR OMITTED FROM SUCH PERIODIC STATEMENT, NOR SHALL BANK BE LIABLE FOR ANY LOSS OF INTEREST RELATING TO ANY ENTRY SHOWN ON OR OMITTED FROM ANY SUCH PERIODIC STATEMENT.

 

 

  1. Other Agreements. This Addendum shall control only those ACH transactions originated via Business Banking and shall not modify, amend or otherwise affect any other agreement between Company and Bank for the performance of ACH transactions by any means other than Business Banking.

 

  1. Company Representations and Agreements: Indemnity.

(a) Company represents to Bank and agrees that (i) each person shown as the recipient on an Entry received by Bank from Company has authorized the initiation of such entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Company shall perform its obligations under the Agreement in accordance with all applicable laws and regulations, including without limitation, and to the extent applicable, the Rules, Article 4A, the Act and Regulation E and (iv) Company shall be bound by and comply with the Rules as in effect from time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the recipient provisional until receipt by the RDFI of final settlement for such Entry; and Company specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the recipient of the, amount credited and Company shall not be deemed to have paid the recipient the amount of the Entry.

 

(b) Company shall indemnify, defend and hold harmless Bank against any loss, liability or expense (including attorneys’ fees and expenses and court costs) arising out of or relating to any breach of any of the foregoing representations or agreements.

 

  1. Inspection

 

Upon reasonable notice from Bank to Company, Bank shall have the right to inspect Company’s books and records and to make on-site visits to any and all Company locations with regard to all information deemed by Financial Institution to be necessary or pertinent to Company’s use of ACH services provided by Bank under this Agreement.  Information subject to Bank’s right of inspection shall include all information maintained by Company with respect to Company’s customers, clients, vendors and processors (including audits) if, in the opinion of Bank, Company’s relationship with such customers and clients is materially related to Company’s ACH transaction activity conducted through Bank under this Agreement.  Physical site visits may be conducted to ensure notification and communication processes and disclosure requirements are being followed with respect to those addressed in the Rules.

 

  1. Resolution of Inconsistencies.

(a) The Rules are incorporated in this Addendum by reference. In the event of any inconsistency between the Rules and the terms of this Addendum or the Agreement, the provisions of the Rules shall control. Bank will provide a copy of the Rules to Company upon written request.

 

(b) The terms of this Addendum or the Agreement shall prevail over any applicable, inconsistent provisions of Article 4A, to the extent permitted by law.

 

(c) Any applicable terms of the Act or Regulation E shall prevail over any inconsistent provisions of this Addendum or the Agreement.

 

  1. Limitations on Bank’s Obligations: Limitations on Bank’s Liability.
  2. a) In addition to the limitations of Bank’s liability set out in the Agreement, and without limiting their generality, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (I) ANY ACTS, ERRORS OR OMISSIONS BY COMPANY, ITS EMPLOYEES OR ITS AGENTS (INCLUDING WITHOUT LIMITATION ANY ERRONEOUS ENTRIES INITIATED BY COMPANY), OR (II) ANY ACTS, ERRORS OR OMISSIONS BY ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION ANY FEDERAL RESERVE BANK OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECIPIENT OR RDFI (INCLUDING WITHOUT LIMITATION THE RETURN OF AN ENTRY BY SUCH RECIPIENT OR RDFI), and no such person shall be deemed Bank’s agent.

 

(b) In the event Company determines that any Entry it has initiated was an error, Bank shall have no obligation to assist Company to correct the error, except that if Bank receives notice of the error from Company one or more Business Days prior to the Settlement Date, Bank may make reasonable efforts to initiate an adjusting Entry or stop payment within the time limit provided by the Rules and in accordance with any appropriate Addendum.

 

(c) Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines, or if Bank’s actions would otherwise violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. Governmental regulatory authority.

 

  1. Company’s Obligations and Acknowledgments. Company acknowledges and agrees that:

 

(a) Company shall be solely liable for any Request received by Bank that is the result of unauthorized, fraudulent, or dishonest use of or access to Business Banking, whether by agents or employees of Company, by third parties or otherwise.

 

(b) Company shall be solely liable for ensuring the accuracy of any Request, and bank has no obligation or responsibility to verify the accuracy of any Request, nor will it be liable for losses or damages arising out of any Request that contains erroneous information.

 

 

  1. Company’s Responsibility for Entries. If an Entry (or request for cancellation or amendment of an Entry) received by Bank was actually transmitted by Company, its employees or its agents (whether or not authorized), Company shall be obligated to pay the amount of the Entry as provided herein, whether or not that Entry was erroneous or unauthorized in any respect.

 

  1. Inconsistency of Name and Account Number. Company acknowledges and agrees that payment to the recipient of the Entry transmitted by Bank to the RDFI may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of account number alone, even if it identifies a person different from the named recipient, and that Company shall be obligated to pay the amount of any such Entry.

 

  1. Notification of Changes. Bank shall notify Company by telephone, facsimile or electronic transmission of Bank’s receipt of any notification of changes related to Entries transmitted by Company no later than three Business Days after receipt thereof.

 

  1. Termination. Upon any termination of the Agreement, all rights and obligations of the parties under this Addendum shall terminate except that the rights and obligations of the parties under Sections 7(b), 11(b), 13(b), 15 and 16 of this Addendum shall survive.

 

  1. Retention: Bank shall stay in compliance with current NACHA retention schedules. If Company requests a copy of any NACHA file, the bank shall provide that copy unless it is past the current NACHA retention schedule, or due to War, or loss of digital data.

 

The Company agrees to comply with applicable State and Federal Laws and Regulations and the Company warrants that it will not transmit any entry that violates the laws of the United States, including, without limitation, of the Office of Foreign Assets Control (OFAC). It shall further be the responsibility of the Company to obtain information regarding such OFAC Enforced Sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 1-800/540-OFAC, plus verifications on account holders can be checked on-line through the CSI System.) “The Company warrants that each entry is authorized by obtaining written authorizations for consumer entries in accordance with ACH Rules and U.S. Law and agrees to retain the original or Electronic Record for two (2) years after termination or revocation of such authorization.

 

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

 

Wire Transfers Addendum to Business Banking Service Agreement

 

This Wire Transfers Addendum is made this day by and between First & Farmers National Bank (“Bank”), and your company.

 

  1. Addendum. The parties to this Wire Transfers Addendum agree that it forms part of the Business Banking Service Agreement (the “Agreement”) by and between the parties, is incorporated therein and is subject to the terms and conditions of the Agreement. References to the “Agreement” in this Addendum shall be deemed to include this Addendum.

 

  1. Wire Transfers. Company may request via Business Banking (the “Request”) that Bank make wire transfers from any appropriate Account to any account of Company, any affiliated company or any third party, at Bank or at any other financial institution capable of receiving wire transfers from Bank. Company’s Request shall be in form and substance satisfactory to Bank and in accordance with any policies and procedures Bank may establish.

 

  1. Initiation of Wire Transfers.

(a) Bank may make wire transfers of available funds in an Account in accordance with a Request from Company. Bank may make such wire transfers by any reasonable means, including without limitation the use of such intermediary bank or banks as Bank deems advisable. Bank shall initiate the wire transfer on the Effective Date. The Effective Date shall be (i) the Business Day on which the Bank receives the Request, if the Request is received before 2:00 Eastern Standard Time or Eastern Daylight Time, whichever is in effect on the day in question (the “Cutoff Time”); (ii) the next Business Day, if Bank receives the Request after the Cutoff Time; or (iii) such other date as Company may specify in its Request, so long as any such date is not more than 30 days after Company submits its Request to Bank.

 

(b) Bank shall have no obligation or responsibility whatsoever to investigate or verify the authenticity or correctness of any Request or the identity or authority of the person initiating the same. Notwithstanding the foregoing, Bank may, in its sole discretion, take any action it deems appropriate to verify any Request.

 

  1. Cancellation and Amendment. Company may not cancel or amend a Request after the Cut-Off Time on the Effective Date.

 

  1. Rejected Transactions. Bank may reject any Request if the Request is incomplete or not in the correct form, if Company has not complied with all applicable policies and procedures established by Bank, if Bank in good faith doubts the authenticity, correctness or propriety of the Request, or if the Account to which the Request relates does not contain sufficient available funds. In the event Bank rejects a Request, Bank shall make reasonable efforts to so notify Company before the Cutoff Time by telephone. If Bank is not able to notify Company by telephone prior to the Cutoff Time, Bank shall send notice to Company by mail on the same Business Day.

 

  1. Payment. Bank shall debit the appropriate Account for the amount of the wire transfer requested by Company on the same Business Day the Bank initiates the wire transfer. In the event a wire transfer is not completed for any reason, Bank shall not be required to refund any funds to Company until Bank has received satisfactory confirmation of cancellation of the wire transfer and is in free possession of the funds from the wire transfer. In the case of any refund, Bank may deduct all expenses it incurred in connection with the uncompleted transfer before refunding the balance to Company.

 

  1. Fees. The Bank will charge the standard rate for any wire transfer placed on this account.

 

  1. Company’s Obligations and Acknowledgments. Company acknowledges and agrees that:

 

(a) Company shall be solely liable for any Request received by Bank that is the result of unauthorized, fraudulent, or dishonest use of or access to Business Banking, whether by agents or employees of Company, by third parties or otherwise.

 

(b) Company shall be solely liable for ensuring the accuracy of any Request, and bank has no obligation or responsibility to verify the accuracy of any Request, nor will it be liable for losses or damages arising out of any Request that contains erroneous information.

 

(c) Bank may rely on the identifying number of any intermediary or beneficiary’s bank included in Company’s Request as proper and conclusive identification of such intermediary or beneficiary’s bank, even though Company’s Request also identifies such intermediary or beneficiary’s bank by name; Company shall be responsible for any mistake in such identifying number(s) as provided to Bank; and Bank has no duty to verify any identifying number provided by Company.

 

(d) The beneficiary’s bank may make payment of the wire transfer requested by Company on the basis of an identifying or bank account number, even if such number identifies a person other than the beneficiary named in the payment order; Company shall be responsible for any mistake in such number as provided to Bank; and Bank has no duty to verify any identifying or bank account number provided by Company.

 

(e) Company shall be bound by and liable to Bank for any wire transfer executed pursuant to a Request, whether or not actually authorized by Company.

 

(f) Company shall ascertain the amount of available funds in the appropriate Account prior to making any Request for a wire transfer. Company acknowledges that Bank may decline or delay any Request for which there are not sufficient available funds. In the event there are not sufficient available funds in an Account to cover Company’s obligations under this Addendum, Bank may, without notice or demand, debit any account maintained by Company with Bank, or Bank may set-off against any amount it owes to Company, in order to satisfy Company’s obligations under this Addendum.

 

  1. Limitation of Bank’s Liability. In addition to the limitations of Bank’s liability set out. in the Agreement, and without limiting their generality, BANK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO (A) BANK’S REJECTION OF ANY REQUEST FOR A WIRE TRANSFER, SO LONG AS BANK REJECTED THAT REQUEST IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT; OR (B) ANY ACT OR OMISSION OF ANY BANK OTHER THAN BANK (INCLUDING WITHOUT LIMITATION ANY INTERMEDIARY BANK OR BENEFICIARY’S BANK), OR OF ANY OTHER PERSON OR ENTITY IN CONNECTION WITH ANY WIRE TRANSFER REQUESTED BY COMPANY.

 

  1. Recording Telephone Calls. Bank may, but is not required to, record on audiotape any telephone call between Company and Bank relating to wire transfer activity. Bank may destroy any such tape at any time 50 days or more after the date of such telephone call, unless Bank has received written notice from Company prior to the expiration of such 50-day period requesting that Bank retain the tape of that telephone call. If Company fails to provide such notice before Bank destroys any such tape, Bank’s good faith statement of the contents of the communication it received shall be binding and conclusive.

 

  1. Definitions. For purposes of this Addendum, capitalized terms not defined herein shall have the meanings set forth in the Agreement.

 

  1. Termination. Upon any termination of the Agreement, all rights and obligations of the parties under this Addendum shall terminate except that the rights and obligations of the parties under Section 8 of this Addendum shall survive.

 

By registering for Business Banking you agree to the terms and conditions above and all addendums on this page.

First & Farmers National Bank
Copyright 2018
Bank Routing# 083903108
NMLS# 707598

First & Farmers National Bank
Copyright 2018
Bank Routing# 083903108
NMLS# 707598

Member FDIC Equal Housing Lender

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