Welcome to Deposit Services with Peoples Trust.

Thank you for opening your new account with Peoples Trust. We look forward to serving you.

The following pages contain important information you need to know about your Accounts, and Products that you may hold or purchase from Peoples Trust Company. As these terms and conditions cover more Accounts and Products than you may be currently using, certain sections may not presently apply to you. If you enroll in, or acquire, additional Accounts or Products in the future, your use of those Accounts or Products will indicate your acceptance and agreement to the terms and conditions herein that relate to those Accounts and Products. If any of the General Terms described in Section 1 below conflict with a term or condition relating to a specific Account or Product, then the term or condition specific to that Account or Product will overrule the more general term or condition, but only to the extent necessary to resolve the conflict.

These terms and conditions replace any existing agreements between you and Peoples Trust Company relating to your Accounts and Products.

If you have any questions regarding the terms and conditions, please call us in Vancouver at 604-331-3465, toll free: 1-800-663-0324 or email us at deposits@peoplestrust.com.

In exchange for Peoples Trust agreeing to provide the Accounts and Products, and offer services relating to the Accounts and Products, you agree and accept the following terms and conditions as they apply to you:

Terms & Conditions (Effective August 15th, 2018)

1. GENERAL TERMS

These Agreement Terms, and the terms and conditions of any other agreement you have agreed to with PTC, will apply to all transactions and other activities facilitated by you in connection with your Accounts and Products at PTC.

1.1 Definitions

“Account” means any deposit account (such as the Peoples Choice® e-Savings Account, SimplyBusiness™ Account, Tax-Free Savings Account or EasyTransaction Account you have with us, that is covered by these Agreement Terms, and which was opened with us on or after October 29, 2012.

“Agreement Terms” mean the terms and conditions starting on page 1 of this document as well as your application(s) to open an Account or acquire a Product.

“Business Day” means any day other than a Saturday, Sunday, or statutory holiday in British Columbia.

“External Account” means an account that you hold with another Canadian financial institution and which you have asked us to link to your Account.

“Person” means an individual, corporation or other entity.

“PTC Online Banking” means all of the services from time to time made available online via the internet at the Website.

“Primary account holder” means the person whose name appears first on an Account’s statement.

“Product” means any PTC Non-Registered Guaranteed Investment Certificate, PTC Registered Guaranteed Investment Certificate, TFSA Guaranteed Investment Certificate and Business Guaranteed Investment Certificate that you purchase from us on or after October 29, 2012.

“we”, “us”, “our”, “Peoples Trust” and “PTC” mean Peoples Trust Company.

“Website” means www.peoplestrust.com.

“you”, “your”, “account holder”, “business client” and “client” mean each person that opens an Account, or acquires a Product, with PTC.

1.2 External Account Transfers

Before you can open your first Account (or joint Account) with us you must provide us with an encoded, pre-printed deposit cheque from your External Account. This cheque allows us to protect the security of your Account and to link your Account with your External Account. The cheque for your External Account must clear to establish this link. By providing us with the cheque from your External Account, you consent to our using that cheque to link your Account with your External Account.

If you open an additional Account with us, you may be required to complete and sign an External Account Link Authorization form (or other form).

You may be able to link more than one External Account to your Account(s), though we may limit the number of External Accounts that may be linked. Except as otherwise provided by us, you must keep at least one valid External Account in place at all times when dealing with us. We reserve the right not to open an Account if our account opening requirements, including the need to link an External Account, are not met.

In order to comply with anti-money laundering laws, you consent to our verifying your identity as required or permitted by law, and agree to provide us with any documentation we request from you. You acknowledge that your Account cannot be opened until these requirements are met.

You agree and consent to our verifying information provided by you through credit bureaus, credit reporting agencies, or similar third parties used for verifying such information. You agree to provide any records that we may require for the opening of your Account and its continued operation under federal or provincial law, including, but not limited to those necessary under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (“PCMLTFA”) or such other similar legislation.

1.3 Processing Transactions in your Account

Once your Account is opened and all the necessary paperwork is completed, you can transact on your Account in any of the following ways:

  • You may deposit a cheque by mail or by personal delivery to our offices;
  • You may transfer funds between your Account and your External Account by electronic funds transfer;
  • You may use the Automatic Savings Plan (as described in section 1.4 below) to make regularly scheduled pre-authorized deposits to your Account;
  • By any other means that we may permit.

We will only accept cheques, money orders and drafts for deposits which meet the standards set by the Canadian Payments Association (“CPA”). We have the right to verify the source of all deposits you make to your Account, and also to apply any other policies we put in place from time to time that relate to accepting deposits. We will not accept traveler’s cheques, cash or coinage for deposit. If you send traveler’s cheques, cash or coinage to us we will not be responsible for any loss that you may incur by doing so. You may withdraw funds from your Account by requesting or authorizing withdrawal transactions through PTC Online Banking, by telephone, or any other means permitted by us. We will make electronic funds transfers upon your request, between your External Account and your Account only. Before we make an electronic funds transfer for you, we will ask you to provide instructions and any other identifying information that we deem necessary in order to confirm your identity.

Any password you have set up to access your Account(s) through PTC Online Banking must be kept confidential. You alone are responsible for the security of your password. We will not be liable to you for any loss or claim arising out of our relying on electronic instructions provided to us under the use of your password.

If you forget your password, we may require you to provide us with a combination of alternate pieces of personal identification before we will follow any instructions regarding your Accounts or Products.

Funds sent by electronic transfer usually arrive in your Account or your linked External Account within 1 to 3 business days after a request for an electronic funds transfer. We cannot guarantee a time of receipt for funds transfers. While we will make reasonable efforts to facilitate your funds transfer requests, we do not control the national payments system that is used in transferring your money. Once an electronic funds transfer request has been acted upon, you cannot cancel it. You are responsible for all fees and charges with respect to electronic fund transfers.

Deposits to or withdrawals from your Account may be reversed if the deposit or withdrawal request cannot be delivered to your External Account or is not honoured for any reason. Transactions or balances may be limited in dollar amounts or otherwise as may be determined by us, and such limits may be changed in our sole discretion without notice to you. We reserve the right to contact you to get confirmation of any written or verbal instructions before processing any transaction, but we will not be liable due to our inability or failure to contact you in order to confirm your instructions.

If we make an error in your Account when we process a transaction, we will return the amount of the transaction to you, along with any service charges. If we make a deposit to your Account in error, or in an amount that is in error, we will withdraw the amount, deposited in error to your Account, from your Account. We are not liable in any manner whatsoever for any loss resulting from any processing error we make. If we have received a transfer from another financial institution that you believe has not been authorized by you, immediately go to that financial institution and complete a Canadian Payments Association declaration form. As long as we receive the declaration form within the time frame specified on the form, we will return the money to the account.

If we process a cheque or other instrument with a forged or unauthorized signature, you must tell us within the lesser of 30 days from the last date on your statement period, if you receive a statement, or 60 days after the date the cheque is processed, or you will be responsible for the amount of the cheque or other instrument. We may change the requirements for and manner of transferring funds into and out of your Account at any time. We will not be liable for any direct, indirect or consequential loss, damage or inconvenience arising directly or indirectly out of your use of, or inability to access PTC, the Website, PTC Online Banking or our services.

1.4 Automatic Savings Plan

You can choose to have funds automatically deposited into your Account from your External Account. When you request that an Automatic Savings Plan be set up, you are authorizing PTC and your other financial institution(s) to transfer money to and from your External Accounts in accordance with your instructions, and you confirm your understanding, acceptance and participation in the Automatic Savings Plan.

1.5 Account Statements and Confirmation
of Transactions

Account statements, details of transaction activity and Account balances are available at PTC Online Banking. Although we are not obligated to send you an Account statement, we may choose to do so either by mail or by electronic means. If an Account statement is sent to you, it will be delivered to the primary Account holder’s last mailing or electronic address in our records or by any other electronic means we may, at our discretion, utilize. You agree that you will examine all of your Account statements and other transaction records regularly. If you discover any errors or omissions in your Account statements or any other transaction records, including through the PTC Online Banking, you must notify us of such errors or omissions within 30 days of the last date of the Account statement period. We will consider Account statements and other transaction records to be accurate if we do not receive any notice from you to the contrary. We will not be liable to you for any loss or claim arising as a result of any errors or omissions in Account statements and other transaction records, including if your Account statement is delayed or never received for any reason, or access to the Website or PTC Online Banking is restricted or unavailable.

1.6 Direct Access

We may provide you with direct access to your Accounts and Products by one or more of the following methods:

  1. communications through the Website including PTC Online Banking;
  2. speaking over the telephone or pressing a telephone key pad to communicate with a representative of PTC, or Peoples Trust Company’s voice response system, as applicable; and/or
  3. other devices or equipment which PTC designates for direct access(individually and collectively, “Direct Access”).

1.7 Electronic Identification

Your Direct Access to and use of PTC Online Banking requires an electronic identifier which consists of the use of one or more of the following:

  1. client number;
  2. password; and
  3. other security measures required by PTC(individually and collectively, “Electronic Identification”).

We will provide you with some of the components necessary for the creation of your Electronic Identification and where applicable, you may select certain components of the Electronic Identification yourself.

You agree that electronic pages, such as PTC Online Banking, accessed by Electronic Identification are written documents and that when you “click” any on screen buttons stating “OK”, “proceed”, “continue”, “approve” or similar, such clicking will have the same legal effect as if you had placed your signature by hand and provided hardcopy versions of those pages to us with intent to be legally bound with PTC for their content.

1.8 Your Liability

You agree that your use of an Electronic Identification is the same, under the law, as if you had given written, signed instructions to PTC.

PTC is under no obligation to confirm the actual identity or authority of any user of your Electronic Identification or any component of it.

You will not be responsible for the unauthorized use of your Electronic Identification that occurs after you notify PTC, as set out below in section 1.10.

1.9 Protection of Electronic Identification

You agree to keep your Electronic Identification and all its components secret and safe to prevent unauthorized use. This includes but is not limited to:

  1. memorizing any passwords or codes included in your Electronic Identification;
  2. not writing down or maintaining any other record of any passwords or codes included in your Electronic Identification;
  3. avoiding passwords or codes which may be easy for someone else to guess or which are directly associated with you such as birthdate, address, etc.;
  4. avoiding repeating passwords or codes; and
  5. taking all necessary steps to ensure that any component of your Electronic Identification remains confidential to you, including exercising caution when keying in or speaking at a telephone or electronic device.

1.10 Notice to Peoples Trust Company

You must immediately phone PTC if any component of your Electronic Identification is lost, stolen, misused or may have become known to anyone other than yourself. You may contact PTC during regular business hours (i.e., between 8:00 am and 4:30 pm PST) in Vancouver, British Columbia at phone: 604-331-3465, toll free: 1-800-663-0324.

1.11 Verification

We reserve the right to contact you to obtain confirmation of any electronic or telephone instruction we may have received, before processing any transaction but will not be liable due to any inability or failure of ours to contact you in order to confirm those instructions.

1.12 Recording Calls and Other Instructions

You agree that all telephone calls (including while on hold) and other electronic correspondence with us and our representatives may be recorded and kept as a record of your instructions.

1.13 Where Written Signature Required

Some Accounts, Products or services may require your written signature and we will notify you when this is the case. We will send you the terms and conditions and/or transaction verification for the Account, Product or service which requires your signature, and you will have 5 business days from the date you gave us instructions by Direct Access to advise us if the material has not been received by you. Unless we receive notice from you within 5 days that you have not received the documents, we will act as if you have received the terms and conditions and/or transaction verification.

When you receive material requiring a signature, you will need to sign it and return it to us for us to be able to act on your instructions. We reserve the right to contact you and confirm with you said instructions, before acting upon them. Your signature will signify your agreement to the purchase or renewal of the relevant Account, Product or service, as well as the terms and conditions relating to it.

1.14 Interest

We may change interest rates and our method of calculating interest at any time without prior notice to you. Notice of changes in the rate of interest and method of calculating interest will be displayed on the Website.

1.15 Holds on Your Funds

We may place a hold on deposits to Accounts or Products as set out in our internal policy, and in accordance with applicable law. Our policy is available upon request or by visiting the Website.

1.16 Updated/New Personal Information

If we receive new or updated personal information about you, we may put a hold on your Account or Product in order to verify the new information. We may also request supporting documentation so that we can confirm updated or new information, and we may maintain the hold on your Account or Product until your updated or new personal information can be confirmed, together with any corresponding changes to your Electronic Identification.

1.17 Transactions and Limits

We (or other third parties such as our clearing agent) may place or change limits on the dollar amounts or set other parameters in respect of transactions without notice to you.

1.18 Permanent Change of Residence to Outside Canada

You agree to immediately notify us if you permanently change your residence to outside of Canada. You acknowledge, by operation of our internal policies, we may be required to close your Account(s) and/or Product(s) if you move your permanent residence outside of Canada.

1.19 Joint Accounts

If you open a joint Account, each joint Account holder will choose his or her own password and keep it confidential. Any joint Account holder may independently conduct transactions with any of your Accounts that have been designated as joint Accounts with PTC. If one joint Account holder requests a transaction, we will execute it without requiring authorization of any other joint Account holder. You agree that we will not be liable to you in any way for complying with the instructions of any other joint Account holder issued on or against your Accounts or Products, even if the instructions were not authorized by you. You are responsible, both individually and jointly, for all obligations and liabilities arising from these Agreement Terms and the use of the Account.

We may disclose your Account information to a joint Account holder, including the Account history prior to it becoming a joint Account.

1.20 Accounts for the Benefit of Others – “In Trust”, Etc.

We are not required to recognize anyone other than you as having any interest in your Account, except joint Account holders when an Account is a joint Account. For example, if you request that we open an Account in your name, but you use “In Trust” or “As Nominee” or some similar designation, whether or not it is for a specified third party, we will only accept instructions for the Account from you. We are under no obligation to obtain permission from any other person on any of your Accounts.

1.21 Clearing, Settlement and Payment

We may present and deliver instruments for payment, clearing, collection, and acceptance or otherwise, on your behalf, through any financial institution or other party as we deem appropriate. The financial institution or other party will be considered to be your agent and we will not, in any circumstances, be responsible or liable to you for the acts or omissions of that financial institution or any other party, however caused, in the performance of such services. We are also not liable for the loss, theft, destruction or delayed delivery of any instrument while in transit to or from, or in the possession of any financial institution or other party. If PTC or its agent presents an instrument to another financial institution for payment on your behalf and the other financial institution refuses to recognize or provide payment on that instrument for whatever reason, you will remain responsible for the amount of that instrument deposited with us.

1.22 Limitation of Liability

You understand and agree that, except as specifically provided by these Agreement Terms, PTC will be liable to you only for direct damages resulting from gross negligence, fraud or willful misconduct of PTC arising directly from the performance by PTC of its obligations under these Agreement Terms and PTC will not be liable to you for any other direct damages. In addition, PTC will not under any circumstances be liable to you for any other damages, including without limitation, indirect, incidental, special, punitive or consequential losses or damages, even if PTC was advised of the possibility of damages or was negligent.

PTC may cancel or restrict Direct Access or your Electronic Identification without notice to you. PTC will not be liable for any direct, indirect or consequential loss, damage or inconvenience arising directly or indirectly out of your use of, malfunction, cancellation, restriction or inability to access your Accounts or Products at PTC by any means.

1.23 Indemnity

You agree to indemnify us against any claims, costs or liabilities incurred by PTC in connection with any Accounts, Products or services provided by us to you or any other dealings between you and PTC, including any claim or liability resulting from your endorsement of any instrument, arising out of a forged or unauthorized signature on that instrument or otherwise, except to the extent such claims, costs or liabilities are the direct result of the gross negligence, fraud or willful misconduct of PTC.

1.24 Privacy Policy

We are committed to ensuring that the personal information you have provided to us is accurate, confidential, and secure. PTC’s privacy policies and practices have been designed to comply with the federal Personal Information Protection and Electronic Documents Act (“PIPEDA”) or corresponding provincial privacy legislation, as applicable (collectively “Privacy Laws”).

Our Privacy Policy is also available on the Website or by calling us in Vancouver at: 604-331-3465, toll free: 1-800-663-0324 or emailing us at deposits@peoplestrust.com. You can also obtain a copy from any of our office locations. By applying to open an Account with us, you consent to the collection, use and disclosure of your personal information in accordance with our Privacy Policy. You also agree that in order to establish your identification and to protect both you and PTC from fraud, we may collect and use your personal information that has been obtained from the financial institution holding your External Account, credit bureaus, credit reporting agencies, and credit insurers.

We reserve the right to comply with any third party demand such as Requirements to Pay and Requests for information which have been issued under federal or provincial legislation, or any court order we receive, in respect of your Accounts or Products. You agree that we will not be liable to you in any way for complying with any such third party demands or court orders issued on or against your Accounts or Products.

We maintain secondary disaster data back-up on computer systems that may be located outside of Canada. Personal information collected by us pursuant to our Privacy Policy may be stored, whether as part of our secondary disaster data back-up or otherwise, on out-of-country computer systems, and therefore may be subject to disclosure pursuant to the laws of the jurisdictions where such personal information data is stored. Peoples Trust will disclose personal information as required by law.

1.25 Right of Setoff

We can use all of the money in your Accounts to pay any debts or other obligations (including any contingent obligations) you owe us (that is what is known as a “Set-Off”), except as otherwise provided herein. In the case of a joint Account, all Account holders consent to our using all money up to the full amount in the Account, as payment for any debt or obligations you owe us, regardless of each individual joint Account holder’s contribution to the Account.

1.26 Communications

All communications from us to you (including notices that deposits into or withdrawals out of your Account could not be accepted or items have been returned), may be sent to you by or through PTC Online Banking, e-mail, fax or regular mail, unless you tell us otherwise.

Any communication from you to us will be considered effective from the date it is received by us or, if at our sole discretion we choose to confirm the identity of the person sending the communication, from the date such communication is confirmed by us.

Subject to the terms of this Agreement, you may communicate with us by electronic means. We are under no obligations to confirm the identity of anyone communicating with us electronically. You should be aware that electronic mail may not be secure and you will not provide us any personal information or instructions on your Account by electronic mail. You authorize PTC to: (a) treat electronic communications we receive from you with the same effect as communications given and authorized directly in writing and signed by you; and (b) disclose your communications to our service providers, employees and representatives in accordance with our Privacy Policy by means of the Website, e-mail or other communications. Electronic communications you send to us, including by means of the Website, are not effective unless and until they are processed by the responsible PTC representative. We may refuse to process any electronic communications sent by you or anyone else to us, or may reverse the processing of any electronic communications sent to us, at any time in our discretion, and without any notice or liability to you or any other person, including without limitation if: (a) we cannot process the electronic communications; (b) the electronic communications violate any provision of this Agreement or any other agreement that you or any other person may have with us; (c) we consider that the electronic communications may conflict with any other instructions or agreements with you or any person you represent; or (d) there is an operational failure or malfunction in connection with the transmission of the electronic communications.

A copy of any electronic communication will be admissible in any legal, administrative or other proceedings in the same manner as an original document in writing. You agree to waive any right to object to the introduction of any copy of electronic communications in evidence.

1.27 The Canadian Payments Association

We will only transfer money in accordance with the terms of these Agreement Terms. You agree that any funds transfer requests will be processed against your Account according to the Rules of the Canadian Payments Association.

The External Accounts which you authorize us to transfer funds to or from upon your request will be specified by you. You represent and warrant to us that all individuals who are required to sign on your External Account(s) have read and reviewed these Agreement Terms. You agree to inform us in writing or other means authorized by PTC from time to time of any change in the External Account information provided before any request for the transfer of funds occurs.

1.28 Closing of Accounts

Subject to these Agreement Terms, you can close your Account with us at any time. We also have the right to close your Account for any reason, and pay you the balance, if any, subject to our rights of setoff described above. We are entitled to close your Account without notice if there have been no deposits or withdrawals from the Account for 12 months and the Account has a nil balance.

1.29 Language

These Agreement Terms have been drafted in the English language at the express request of the parties. Les parties ont exigé que le présent contrat soit rédigé en langue anglaise.

1.30 Complaints or Concerns about these Terms, our Services or Products, or our Fees

These Agreement Terms are governed by the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. If you have a concern about, or you have complaints in connection with, these Agreement Terms, your Accounts or Products, or any other products or services that we provide to you, please contact us at: 604-331-3465 (Vancouver), toll free: 1-800-663-0324 or through the Contact Us page of our website, at www.peoplestrust.com.

You can also visit us at:

Deposit Services Department
Peoples Trust Company
Suite 100 – 888 Dunsmuir Street
Vancouver, BC V6C 3K4

If our Deposit Services Department is unable to resolve your problem, you may escalate your concern to the Customer Complaints Department at our Corporate Office as follows:

Customer Complaints Department
Peoples Trust Company
Suite 1400 – 888 Dunsmuir Street
Vancouver, BC V6C 3K4

Toll free telephone: 1-855-683-2881
E-mail: complaints@peoplestrust.com.

Or through the Contact Us page of our website, at www.peoplestrust.com

Your concern will be directed to the appropriate Department Manager who will try to resolve your concern quickly and satisfactorily and to further improve the quality of service.

At this stage, if your concern is still not resolved to your satisfaction, you should contact the Complaints Officer at:

Complaints Officer
Peoples Trust Company
Suite 1400 – 888 Dunsmuir Street
Vancouver, BC V6C 3K4

E-mail: complaints_officer@peoplestrust.com.

Or through the Contact Us page of our website, at www.peoplestrust.com

1.31 Ombudsman

If you are not satisfied with the Complaints Officer’s response, you may contact the Ombudsman for Banking Services and Investments (“OBSI”) at 1-888-451-4519 (toll-free), email to ombudsman@obsi.ca or write to:

Ombudsman for Banking Services and Investments
401 Bay St. Suite 1505
P.O. Box 5
Toronto, ON M5H 2Y4

1.32 Autorité des marchés financiers – For Quebec Residents Only

The Autorité des marchés financiers (“AMF”) is the body mandated by the government of Quebec to regulate the province’s financial markets and provide assistance to consumers of financial products and services. If you are not satisfied with our Complaints Officer’s response, you can ask Peoples Trust Company to send a copy of your complaint file to the AMF by completing a Request for the Transfer of a File form. This form, and other information about the AMF, is available on their website at http://www.lautorite.qc.ca. This option is only available to Quebec residents who choose to communicate with the AMF over OBSI.

You may contact the AMF by letter, telephone or email, or through its website, at:

Mail: Autorité des marchés financiers
Place de la Cité, Cominar Tower
2640 Laurier Boulevard, Suite 400
Quebec, QC G1V 5C1

Quebec area telephone: 418-525-0337
Quebec area facsimile: 418-525-9512
E-mail: information@lautorite.qc.ca

Website: http://www.lautorite.qc.ca/

1.33 Financial Consumer Agency of Canada

The Financial Consumer Agency of Canada (“FCAC”) supervises federally regulated financial institutions to ensure that they comply with federal consumer protection laws. The FCAC also helps educate consumers, and it monitors industry codes of conduct and public commitments designed to protect the interests of consumers.

The FCAC does not handle complaints involving service quality, loan and credit granting policies, contractual matters, or other general service issues. If you have a concern regarding a potential violation of a consumer protection law, a public commitment, or an industry code of conduct, you may communicate your concern – at any time – to the FCAC, either in person, by letter, by telephone, or through its website at:

1-866-461-3222 (English)
or 1-866-461-2232 (French)

or write to:

Financial Consumer Agency of Canada
6th Floor, Enterprise Building
427 Laurier Avenue West
Ottawa, ON K1R 1B9

Website: http://www.fcac-acfc.gc.ca/

Further detail regarding your options in bringing any concerns or complaints to our attention, including options that are specifically available to residents of Quebec, can be found on our Website at:

www.peoplestrust.com/about-us/resolving-your-concerns/

1.34 Service Fees

You agree to pay all service fees as may be established by PTC from time to time for Accounts, Products, and services provided by PTC or otherwise, and for prevailing charges imposed by other financial institutions in respect of transactions relating to your Accounts and Products and any and all expenses incurred by PTC relating to operation of your Accounts and Products or acting on your behalf. You irrevocably authorize and direct PTC to debit your Accounts and Products, or any of them, for the full amount of all charges, costs or expenses as they are incurred or otherwise. You acknowledge that you have received our schedule of service fees, either from the Website, or a printed copy, and have read and understood it. We can change these service fees at any time, and will notify you 60 days before the changes come into effect. Current information on service fees for our Accounts, Products and services is available on the Website.

1.35 Successors and Assigns

These Agreement Terms are binding upon you and each joint Account holder and each of your successors, assigns and legal representatives.

1.36 Consent to Receive Electronic Documents

You consent (“Consent”) to the electronic delivery of the following documents and other information (“Documents”) through PTC Online Banking:

  1. Account and Product statements;
  2. changes to the Agreement Terms, and terms and conditions applicable to Accounts, Products or services;
  3. changes to any interest rate(s) and method of calculating interest, fee(s), and any other items, Accounts, Products or services that may be posted on the Website or that are mentioned in the disclosure statements we have provided to you for new Accounts, Products and services;
  4. communications about these Agreement Terms, including changes and confirmations; and any other confirmation, notice or information that we are required by law to provide you in writing relating to your Accounts and Products.

This Consent applies to all of the Accounts and Products you hold with PTC, and will take effect immediately upon your acceptance of these Agreement Terms.

You must provide us with your email address in order to receive electronic communications from PTC. You are responsible for informing us of any change in your email address, and PTC will not be liable to you for any loss or claim arising from any notices, documents or other information not received by you because you have not updated your email address with PTC.

If any Documents are made available to you electronically for a limited time period, which time period will be identified to you at the time of delivery of the Document, it is your responsibility to keep any copies of the Documents you may require.

You agree to access PTC Online Banking at least monthly to review Documents. You confirm that you have the necessary technical ability and resources to do this. You acknowledge that technical and security requirements for access to PTC Online Banking may change from time to time. If you are unable to access PTC Online Banking to meet your obligations under this section for any reason, you should revoke your Consent as provided under “Revoking Consent” (see section 1.37 below).

PTC reserves the right to provide you with Documents by paper delivery if we are unable to provide electronic delivery through PTC Online Banking or email, have reason to believe you may not have received the Document, or otherwise consider it appropriate. Any paper delivery will be provided to you at the most current mailing address that we have on file for your Account.

1.37 How to Revoke Consent

You may revoke your Consent to receive Documents electronically at any time by calling 1-800-663-0324 during operating hours, or by notifying us by regular mail at Peoples Trust Company, 100 – 888 Dunsmuir Street, Vancouver, BC, V6C 3K4. We will confirm that we have received your revocation and specify when it takes effect in writing through electronic or paper delivery.

1.38 Changes to Agreement Terms

Except as otherwise set out in these Agreement Terms, we may add to or amend these Agreement Terms from time to time, but we will provide you with at least 30 days’ notice of the effective date of any such additions or amendments that will apply to any Account or Product you have, or will have, with us as of the effective date of the change, through electronic or paper delivery. The 30-day notice will run from the date a notice is mailed or e-mailed or is first displayed on the sign-on screen on the Website. You agree that your use of PTC Online Banking or the continued use of your Accounts and Products after the effective date means you agree to and accept the revised Agreement Terms. If you do not agree to a change, you must immediately revoke your Consent as provided under “How to Revoke Consent” (see section 1.37 above).

2. SIMPLYBUSINESS™ ACCOUNT

This Section 2 contains important additional information you need to know about your business Account. Your request to open a business Account constitutes your acknowledgement and acceptance of the following additional terms and conditions contained in this section 2. You also acknowledge and accept that the “Direct Services Agreement Small Business Accounts” applies to your SimplyBusiness Account. You may find the “Direct Services Agreement Small Business Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Small Business Accounts”, then the “Direct Services Agreement Small Business Accounts” will take precedence, but only to the extent of the conflict.

2.1 Internal Procedures

All business clients will appoint at least one but no more than three individuals, referred to as “Authorized Individuals”, who will be the only individuals permitted to transact on the Account. As a means of identity confirmation, we may require additional information and personal documentation from each Authorized Individual. We may also require that the Authorized Individuals attend at our offices in person for identification verification.

Passwords belonging to Authorized Individuals must be kept confidential between the Authorized Individual and PTC. Each Authorized Individual is solely responsible for his or her password security. We cannot ensure confidentiality when cellular phones, email or other non-secure methods of conveying instructions are used, as these may be intercepted by third parties. If an Authorized Individual’s password becomes known for any reason, by any other person, the Authorized Individual must immediately notify us. The business client and the Authorized Individual will remain liable for all transactions occurring before we are notified of the password becoming known by any other person. All business clients will comply with security procedures set by us for electronic communication with us and will take any other steps reasonably necessary to prevent unauthorized access to and use of means of electronic communication with us, including, without limitation, preventing unauthorized access to your password or the password of any Authorized Individual. All business clients will, at all times, have in place and maintain commercially reasonable procedures designed to prevent, detect or avoid losses due to forged or unauthorized signatures, fraud or theft in relation to the operation of any Account, including, without limitation, instructions and instruments relating to any Account.

2.2 Account Operation

The business client agrees by maintaining an Account with us that we reserve the right to close the Account should there be any misuse by the business client.

The business client agrees to provide all records that are required for the opening of any Account and continuing Account operation under Canadian law, including but not limited to the PCMLTFA. The business client agrees that an Account cannot be opened until PTC has received all of the documentation necessary to complete its Know Your Client obligations contained in the PCMLTFA or such other similar legislation as the case may be, which includes a fully completed application form, and personal information from each Authorized Individual. The business client acknowledges and agrees that it is responsible for obtaining and producing such documents as of the date that the Account is opened. The business client agrees to forego any interest payments or other benefits from the relevant Account until it has provided all of the items requested from us in order to open an Account.

In the case of business Accounts of partnerships, Authorized Individuals who are not partners will be required to submit documentation that is satisfactory to us indicating that the partnership has authorized the operation of the Account by an individual who is not a partner of the partnership.

We will only process fund transfers that are destined to and from External Accounts with identical ownership details. For any Account held in the name of a business client, fund transfers cannot be set up with non-business Accounts, or to the External Account of an Authorized Individual.

If we are obligated by law to deduct or withhold any sum from any payment to the business client, the business client authorises us to effect such withholding and to pay the net sum to the relevant government authority.

2.3 Business Client Instructions

All instructions once received by us shall not be cancelled, withdrawn or amended unless we, in our discretion, agree otherwise.

We may elect not to act on the business client’s instructions where it results in the total amount of payments exceeding the credit balance in the business Account, but if we do so act on such Instructions, we may elect to execute such instructions in whole or in part or in any order. Should the business Account(s) be overdrawn, the business client agrees to pay to PTC the overdrawn amount and such other interest and charges as set out in Section 2.5.

The signing powers and Authorized Individuals communicated to us shall remain in force until such time we receive written revocation of the same from the business client. We are not required to allow for changes in Authorized Individuals unless we are satisfied that such changes have been duly authorised by the business client.

We may refuse to act on any instructions if such instructions are, or reasonably could be, inconsistent with law, rule or other regulatory requirement.

If there are inconsistencies or ambiguities in Instructions received, then we will not be required to act on such instructions until such inconsistencies or ambiguities are resolved.

2.4 Withdrawals

Withdrawals may be made only upon receipt by us of withdrawal Instructions satisfactory to us and the business client will be liable for all such instructions, whether or not the relevant account has a credit. We are not required to be bound by any withdrawal Instructions if there are insufficient funds in the Account.

We may, but are not required to, require any person making a withdrawal instruction to provide proof of identification. Any withdrawal instructions shall be at the sole risk of the business client and we shall not be liable for any loss, damage or liability that may occur in connection with such withdrawal instructions and the business client shall indemnify us against any expense or liability that may occur as a result of such instructions.

On liquidation of the business client, the funds in the business Account may only be paid to the liquidator of the business client.

2.5 Overdrawn Accounts

The business client undertakes to ensure that its business Account(s) are not overdrawn, even temporarily. Should a business Account be overdrawn, any debit balances shall be repayable by the business client immediately. The business client shall also pay any interest or bank charges whatsoever on the debit balance to be calculated at such rates as we may prescribe from time to time. Such interest shall be computed daily.

2.6 Closing of Accounts

We may discharge our entire liability with respect to the business Account by paying to the business client the amount of the credit balance in said account, minus any fees that may be deducted pursuant to Section 1.34.

3. PEOPLES CHOICE® e-SAVINGS ACCOUNT

This Section 3 contains important additional information you need to know about your Peoples Choice® e-Savings Account. Your request to open a Peoples Choice® e-Savings Account constitutes your acknowledgement and acceptance of the following additional terms and conditions contained in this Section 3. You also acknowledge and accept that the “Direct Services Agreement Personal Accounts” applies to the PeoplesChoice® e-Savings Account. You may find the “Direct Services Agreement Personal Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Personal Accounts”, then the “Direct Services Agreement Personal Accounts” will take precedence, but only to the extent of the conflict.

3.1 Interest

Interest on your Account is calculated daily on the closing balance and paid monthly. The interest rate payable will be our “current rate” at the time of calculation. Our “current rate” is the rate at which Peoples Choice® e-Savings Accounts are being offered on the day of calculation. We may change our interest rates from time to time without prior notice to you.

3.2 Dormant Accounts

If there have been no deposits to or withdrawals from your Account for 12 months, statements may be provided on a quarterly basis.

4. GUARANTEED INVESTMENT CERTIFICATES

This Section 4 contains important additional information you need to know about your PTC Non-Registered Guaranteed Investment Certificate (a “Non-Registered GIC”), your PTC Registered Guaranteed Investment Certificate (a “Registered GIC”), your PTC TFSA GIC (a “TFSA GIC”) and your PTC Business GIC (a “Business GIC”). You also acknowledge and accept that the “Direct Services Agreement Personal Accounts” applies to your Non-Registered GIC, your Registered GIC or your TFSA GIC. You may find the “Direct Services Agreement Personal Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Personal Accounts”, then the “Direct Services Agreement Personal Accounts” will take precedence, but only to the extent of the conflict.

You also acknowledge and accept that the “Direct Services Agreement Small Business Accounts” applies to your Business GIC. You may find the “Direct Services Agreement Small Business Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Small Business Accounts”, then the “Direct Services Agreement Small Business Accounts” will take precedence, but only to the extent of the conflict.

In this Section 4, “GIC” means a Non-Registered GIC, a Registered GIC, a TFSA GIC or a Business GIC.

Your request to purchase a GIC, whether through the Website, PTC Online Banking or any other means, constitutes your acknowledgement and acceptance of the terms and conditions contained in this Section 4.

4.1 Definitions

In this Section 4:

“Maturity date” means the last day of the term.

“Principal sum” means the amount provided to purchase the GIC.

“Registered holder” means the person or business whose name appears on PTC’s register in respect of the GIC.

“Term” means the requested term of the GIC commencing on the date that PTC receives cleared funds for the principal sum.

“You”, and “yours” means, collectively, the party purchasing the GIC and/or the Registered holder of the GIC.

“Transaction request” means a request to purchase a GIC received by us.

4.2 GIC Specific Terms and Conditions

For each GIC that you purchase from us, the principal sum must be paid by (a) in respect of the first GIC that you purchase from us, by way of a pre-printed cheque drawn on your External Account, (b) in respect of any subsequent GIC’s that you purchase from us, by way of a pre-printed cheque drawn on your External Account or electronic fund transfer from an existing PTC Account. We may keep these cheques, or copies of them, in our files for future signature verification purposes. You may purchase your GIC with Canadian funds only.

Interest on the principal sum will be calculated and payable at maturity or early redemption (if permitted) at our current rate at the time of purchase of the GIC. Interest will begin to accrue at the start of the term and will cease to accrue on the maturity date or redemption date.

We guarantee the repayment of the principal sum in Canadian funds to the Registered holder on the maturity date or redemption date. Interest will be paid in accordance with the provisions of these Agreement Terms and with the information recorded on PTC’s register not less than 5 days prior to the maturity date or redemption date.

The principal sum, with monies received from other investors in PTC’s products, may in the discretion of PTC be invested in or loaned upon such securities and investments as are permitted by applicable law.

If you purchase your GIC using PTC Online Banking, we will deliver to you a confirmation of your GIC purchase through PTC Online Banking. If you do not receive such confirmation through PTC Online Banking, please contact us immediately at 1-800-663-0324 (toll-free line) or 1-604-683-3465 (calls within B.C.)

If you discover any errors or omissions concerning your GIC on PTC Online Banking, in your confirmation e-mail or in any other correspondence, you must notify us of such errors or omissions within 7 days of the date of the correspondence. We will consider all correspondence with you to be accurate if we do not receive any notice from you to the contrary, as set out in this paragraph. We shall not be liable to you for any loss or claim arising as a result of any errors or omissions in any correspondence with you, including if your confirmation e-mail is delayed or not received for any reason.

Upon repayment by PTC of the principal sum of the GIC with interest as noted in Section 4.3 or 4.4 below (as applicable), any securities held in respect of that GIC will become the property of PTC freed from the terms of the GIC certificate and these Agreement Terms without formal assignment or release from you, and all interest received in excess of the amount of interest payable to you will be retained by PTC as remuneration for its guarantee above in this Section 4.2 and its services provided.

Unless otherwise specified, or authorized by us, the GIC is non-redeemable prior to the maturity date. However, we may redeem your GIC without penalty prior to the maturity date in the event of your death.

We are not required to recognize anyone other than the Registered holder as having any interest in the GIC. We will only accept instructions for the GIC from the Registered holder or Authorized Individuals. We are under no obligation to obtain permission from any other person.

You are solely responsible for the accuracy of your transaction requests and other instructions. We may exercise our sole discretion in acting on any transaction request or instruction to us, including those placed through the PTC Online Banking through use of your password, and whether the transaction request or instruction was placed by you, by someone else or in error and we will not incur any liability by reason of acting or failing to act in respect of such transaction requests. We have the right to determine, in our sole discretion, whether or not to accept any transaction request and whether to process any transaction request. If your transaction request is not acceptable to us, it will be cancelled without prior notice. We may request additional information from you before we process any transaction request or instruction.

We may keep records and recordings of all transaction requests and instructions, and such records will be conclusive and binding on you in any disputes, including any legal proceedings, as evidence as such transaction request or instruction, in the absence of clear proof that our records are in error or incomplete. We will not be responsible in any manner for any non-delivery of or delay in receipt of any transaction request or instruction due to negligence, omission, or other forces beyond our control, including without limitation, acts or omission of suppliers, failure of electronic or mechanical equipment or communication lines, connection problems, theft, power failure, and equipment or software problems.

Please contact us for information on how to transfer your GIC. A GIC is only deemed transferred once the transfer is recorded on PTC’s register.

4.3 Non-Registered GIC Specific Terms
and Conditions

The supplementary terms contained in this Section 4.3 apply only to Non-Registered GICs.

Interest is compounding on Non-Registered GICs that have initial terms of 15 months or more, but interest does not compound on any other Non-Registered GICs. You may instruct us to transfer any accrued interest out of your Non-Registered GIC, and such accrued interest will not compound on the Non-Registered GIC from and following the transfer.

Non-Registered GICs are not redeemable before maturity. Non-Registered GICs are transferable with prior notice to PTC.

If we have not received any investment instruction from you either prior to or on the maturity date, the principal sum and all of the accrued interest will be re-invested in a new Non-Registered GIC for the same term at the then current interest rate for Non-Registered GICs; provided that if you provide us with an investment instruction within 10 business days following the maturity date requesting the withdrawal of all or part of the principal balance of your matured Non-Registered GIC and accrued interest, we will pay the Registered holder(s) interest on the amount of the principal that you request to be withdrawn, at the interest rate that was applicable to the matured Non-Registered GIC, for the period between the maturity date and the date that we receive your investment instruction (which period may not exceed 10 business days), and we will repay the withdrawn amount and accrued interest to the Registered holder as described in the following paragraph.

Upon the maturity date or early redemption date (if permitted), and where we are instructed not to re-invest the principal sum or interest in another of our financial products, the principal sum and accrued interest will be paid to the Registered holder(s) by way of electronic fund transfer to the Registered holder(s)’s External Account. Funds will only be payable to the Registered holder(s) and no other party.

4.4 Registered GIC Specific Terms and Conditions

The supplementary terms contained in this Section 4.4 apply only to Registered GICs.

Interest is compounding on Registered GICs that have initial terms of between 2 and 5 years, but interest does not compound on any other Registered GICs.

Registered GICs are not redeemable before maturity. Registered GICs are not assignable prior to the maturity date, but are transferable, with prior notice to PTC, in the event of your death.

If we have not received any investment instruction from you prior to or on the maturity date of the Registered GIC, the principal sum and all of the accrued interest will be renewed for the same term at the then current interest rate for Registered GICs; provided that any reinvestment maybe cancelled if you provide us with an investment instruction within 10 business days following the maturity date.

Unless authorized by PTC, the Registered GIC is non-redeemable prior to the maturity date. On the maturity date, the Registered GIC will be automatically renewed for the same term at the then current rate of interest, unless we receive instructions from you otherwise.

The terms and conditions contained in Appendix A (Registered GIC – Declaration of Trust) to these Agreement Terms also apply to Registered GICs.

4.5 TFSA GIC Specific Terms and Conditions

The supplementary terms contained in this Section 4.5 apply only to TFSA GICs and TFSAs.

Interest is compounding annually on the 2 through 5 year TFSA GICs, but interest does not compound on any other TFSA GICs.

TFSA GICs are not assignable prior to the maturity date, but are transferable, with prior notice to PTC, in the event of your death.

If we have not received any investment instruction from you prior to or on the maturity date, the principal sum and all of the accrued interest will be re-invested in a new TFSA GIC for the same term at then current interest rate for TFSA GICs provided that any reinvestment maybe cancelled if you provide us with an investment instruction within 10 business days following the maturity date.

Unless authorized by PTC, the TFSA GIC is non-redeemable prior to the maturity date. Upon the maturity date, the TFSA GIC will be automatically renewed for the same term at the then current rate of interest for registered TFSA’s; provided that any reinvestment maybe canceled if you provide us with an investment instruction within 10 business days following the maturity date. The terms and conditions contained in (TFSA – Declaration of Trust) to these Agreement Terms also apply to Registered GICs.

4.6 Business GIC Specific Terms and Conditions

The supplementary terms contained in this Section 4.6 apply only to Business GICs.

Interest is compounding on Business GICs that have initial terms of 24 months or more, but interest does not compound on any other Business GICs. You may instruct us to transfer any accrued interest out of your Business GIC, and such accrued interest will not compound on the Business GIC from and following the transfer.

Business GICs are not redeemable before maturity. Business GICs are transferable with prior notice to PTC.

If we have not received any investment instruction from you either prior to or on the maturity date, the principal sum and all of the accrued interest will be re-invested in a new Business GIC for the same term at the then current interest rate for Business GICs; provided that if you provide us with an investment instruction within 10 business days following the maturity date requesting the withdrawal of all or part of the principal balance of your matured Business GIC and accrued interest, we will pay the Registered holder(s) interest on the amount of the principal that you request to be withdrawn, at the interest rate that was applicable to the matured Business GIC, for the period between the maturity date and the date that we receive your investment instruction (which period may not exceed 10 business days), and we will repay the withdrawn amount and accrued interest to the Registered holder as described in the following paragraph.

Upon the maturity date or early redemption date (if permitted), and where we are instructed not to re-invest the principal sum or interest in another of our financial products, the principal sum and accrued interest will be paid to the Registered holder(s) by way of electronic fund transfer to the Registered holder(s)’s External Account or issued cheque. Funds will only be payable to the Registered holder(s) and no other party.

5. TAX-FREE SAVINGS ACCOUNT

This Section 5 contains important additional information you need to know about your PTC Tax-Free Savings Account. You also acknowledge and accept that the “Direct Services Agreement Personal Accounts” applies to PTC Tax-Free Savings Account. You may find the “Direct Services Agreement Personal Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Personal Accounts”, then the “Direct Services Agreement Personal Accounts” will take precedence, but only to the extent of the conflict.

The terms and conditions contained in Appendix B (TFSA – Declaration of Trust) to these Agreement Terms also apply to your PTC Tax-Free Savings Account.

6. EASYTRANSACTION™ ACCOUNT

This Section 6 contains important additional information you need to know about your EasyTransaction Account. Your request to open an EasyTransaction Account constitutes your acknowledgement and acceptance of the following additional terms and conditions contained in this section 6. You also acknowledge and accept that the “Direct Services Agreement Personal Accounts” applies to the EasyTransaction Account. You may find the “Direct Services Agreement Personal Accounts” on the Website. If there is any conflict between these terms and conditions and the “Direct Services Agreement Personal Accounts”, then the “Direct Services Agreement Personal Accounts” will take precedence, but only to the extent of the conflict.

6.1 Interest

Interest on your Account is calculated daily on the closing balance and paid monthly. The interest rate payable will be our “current rate” at the time of calculation. Our “current rate” is the rate at which EasyTransaction Accounts are being offered on the day of calculation. We may change our interest rates from time to time without prior notice to you.

6.2 Dormant Accounts

If there have been no deposits to or withdrawals from your Account for 12 months, statements may be provided on a quarterly basis.

6.3 Client Instructions

All instructions once received by us shall not be cancelled, withdrawn or amended unless we, in our discretion, agree otherwise.

We may elect not to act on your instructions where it results in the total amount of payments exceeding the credit balance in the EasyTransaction Account, but if we do so act on such Instructions, we may elect to execute such instructions in whole or in part or in any order.

We may refuse to act on any instructions if such instructions are, or reasonably could be, inconsistent with law, rule or other regulatory requirement.

If there are inconsistencies or ambiguities in Instructions received, then we will not be required to act on such instructions until such inconsistencies or ambiguities are resolved.

6.4 Withdrawals

Withdrawals may be made only upon receipt by us of withdrawal Instructions satisfactory to us and you will be liable for all such instructions, whether or not the relevant account has a credit. We are not required to be bound by any withdrawal Instructions if there are insufficient funds in the Account.

We may, but are not required to, require any person making a withdrawal instruction to provide proof of identification. Any withdrawal instructions shall be at your sole risk and we shall not be liable for any loss, damage or liability that may occur in connection with such withdrawal instructions and you shall indemnify us against any expense or liability that may occur as a result of such instructions.

6.5 Overdrawn Accounts

You undertake to ensure that your EasyTransaction Account(s) are not overdrawn, even temporarily. Should a EasyTransaction Account be overdrawn, any debit balances shall be repayable by you immediately. You shall also pay any interest or bank charges whatsoever on the debit balance to be calculated at such rates as we may prescribe from time to time. Such interest shall be computed daily.

6.6 Closing of Accounts

We may discharge our entire liability with respect to the EasyTransaction Account by paying to you the amount of the credit balance in said account, minus any fees that may be deducted pursuant to Section 1.34.

APPENDIX A

Registered GIC – Declaration of Trust

We, PTC (the “Trustee”), hereby declare that we accept the position of trustee for you (the “Annuitant”, “you” or “your”), with respect to a Peoples Trust Retirement Savings Plan (the “Plan”), upon the following terms.

1. Definitions Used in this Agreement

The following terms have these meanings in this Appendix A:

(a) “Act” means the Income Tax Act (Canada) and regulations, as amended or replaced from time to time.

(b) “Advantage” has the same meaning as that term is used in subsection 207.01(1) of the Act which does not include:

(i) a benefit derived from the provision of administrative or investment services in respect of the Plan,

(ii) a loan or an indebtedness the terms and conditions of which are terms and conditions that persons dealing at arm’s length with each other (within the meaning of the Act) would have entered into,

(iii) a payment out of or under the Plan in satisfaction of all or part of your interest in the Plan, and

(iv) the payment or allocation of any amount to the Plan by us.

(c) “Agreement” means the Application and this Declaration of Trust as described in this Appendix A.

(d) “Applicable Tax Legislation” means the Act and any applicable provincial tax legislation and regulations, as amended or replaced from time to time, including that of the province indicated in your address.

(e) “Application” means your application for the Plan.

(f) “Designated Beneficiary” means a beneficiary designated by you as set out in section 14 of this Agreement.

(g) “Maximum Age” means 71 years of age unless the maximum age for the commencement of Retirement Income as prescribed by the Applicable Tax Legislation for the Plan is another age and in that case, the maximum age for the commencement of Retirement Income as prescribed by the Applicable Tax Legislation for the Plan.

(h) “Maturity” means the date selected by you under, or as otherwise arises under, section 13 of this Agreement, which must not be after the end of the year in which you attain the Maximum Age.

(i) “Retirement Income” has the same meaning as that term is used in the Applicable Tax Legislation.

(j) “RRIF” means a registered retirement income fund as that term is used in the Applicable Tax Legislation.

(k) “Spouse” has the same meaning as that term is used by the Act for the purposes of registered retirement savings plans and, where applicable, incorporates the meaning of the term “common-law partner” as set out in subsection 248(1) of the Act.

2. The Trustee

You agree that we will act as your trustee under the Plan in accordance with this Agreement once we have received the Application.

3. Registration and Purpose

We will apply for registration of the Plan according to the Applicable Tax Legislation. The purpose of the Plan being to provide you (commencing after Maturity) with Retirement Income.

4. Compliance

The Plan will, at all times, comply with all relevant provisions of the Applicable Tax Legislation. You are bound by all terms and conditions imposed under the Applicable Tax Legislation.

5. Account

We will maintain an account for you which shall contain a record of all amounts (as cash or allowable investments) received from or withdrawn by or on behalf of you, or your Spouse where applicable, pursuant to the Plan and of income from the investment including those paid into the Plan by us.

We will provide a monthly statement as of the end of the month to which the statement applies, which will be provided within 30 days after the last day of the statement period to you showing all of the aforementioned transactions during the statement period.

We will provide you, and where applicable your Spouse, with appropriate information slips for income tax purposes for all contributions made under the Plan and such other information relating to the Plan as may be required under the Applicable Tax Legislation.

6. Fees

There currently are no service charges or fees levied to you by us under the Plan or any person acting on behalf of us, during the normal course of processing and ongoing administration of the Plan. We may impose or change a service charge or fee from time to time by notifying you at least 60 days before the charge or fee goes into effect.

7. Contributions

You, or your Spouse, may make contributions to the Plan in such payments of cash and other transfers of property acceptable to us and as permitted under the Applicable Tax Legislation. We reserve the right to decline the acceptance of a contribution and to uphold the minimum contribution requirements of the Plan as outlined on the face hereof. It will be your sole responsibility to ensure that the amount of any contribution made by you or your Spouse does not exceed the maximum permitted under the Applicable Tax Legislation. All contributions to the Plan received by us for you and any income derived therefrom will be held until Maturity or redemption of all or part of the Plan, as provided in this Agreement, to provide a Retirement Income for you, or upon amendment of the Plan, the transfer of all or a portion of the value of the investments and any income derived from it in the Plan to another registered plan as permitted under the Applicable Tax Legislation.

8. No Advantage

No Advantage in relation to the Plan may be extended to, or be received or become receivable to, you, the trust governed by the Plan or any other person who does not deal at arm’s length within the meaning of the Applicable Tax Legislation with you.

9. Refund of Excess Contributions

We will, upon receipt of written application by you, or your Spouse if the Spouse contributed to the Plan, refund to that applicant all of the amount determined for the year in accordance with paragraph 146 (2) (c.1) of the Act and any other corresponding provision in the Applicable Tax Legislation. We will not be responsible for determining the amount of any such refund.

10. Allowable Investments

All contributions made by you and any income derived therefrom will be held by us in the Plan and will be either:

(a) invested by us in qualified investments as defined in subsection 146 (1) of the Act as determined from time to time in our sole discretion, or

(b) as we may deem necessary or advisable, held or placed in whole or in part in the form of a PTC deposit account at prevailing interest rates.

11. Withdrawals

Subject to such reasonable requirements we may impose, and before the purchase of a Retirement Income, you may, upon 30 days written notice to us, request that we pay to you an amount from all or any part of the investments from your Plan, and we will make any such payment subject to the following conditions:

(a) we will withhold and remit amounts from any payment in such amounts as required by Applicable Tax Legislation;

(b) you will include in computing your taxable income for the taxation year of receipt, all amounts withdrawn from the Plan, to the extent required by Applicable Tax Legislation; and

(c) the finalization of payment to you of any withdrawal may be subject to the terms and conditions of the investments held under the Plan.

12. Transfers from the Plan

You may request in writing, in a form and manner prescribed by Applicable Tax Legislation, a transfer of all or part of the investments held under your Plan to another registered plan as permitted under the Applicable Tax Legislation and we will process such request upon completion of such reasonable requirements we or applicable law may impose on you. Upon such transfer, we will be subject to no further liability or duty with respect to the Plan or the portion thereof so transferred, as the case may be.

13. Maturity

You will select a date for the commencement of the payment of any Retirement Income from the Plan that is no later than the last day of the calendar year in which you attain the Maximum Age, failing which the Maturity will be the last day for the commencement of the Retirement Income from the Plan as provided in the Applicable Tax Legislation.

14. Proof of Age and Social Insurance Number

The statement of your date of birth and social insurance number on the Application shall constitute a certification of your age and social insurance number and an undertaking to furnish such further evidence of proof of age and social insurance number as may be required for the purposes of this Plan and Agreement.

15. Powers of Trustee

Our powers as trustee shall extend to the entitled rights, powers, and privileges that can be executed by the beneficial owner of the Plan’s investments and properties in the whole or in part, pursuant to the terms and applicable laws hereof.

16. Verification of Account

All interest rates, methods, and calculations are conclusively established by us and agreed to by you under the arrangements disclosed on the face hereof. Should there be any alleged omissions and/or errors in computation of such interest, you shall notify us in writing within 30 days following the Plan’s respective statement dates. If at the end of the 30 days no such notice has been given by you, we shall be held blameless with respect to any claim made under the Plan, required or permitted communication to you or us shall be done so in writing and sufficiently processed by mail, postage paid in full, addressed to your residence indicated in the Application or last known address, or to our Head Office in the City of Vancouver, British Columbia, as the case may be, and only at such a time is notification considered sufficiently given to either parties of the Plan, and will be deemed given on the day that such notice is received by us, and deemed given by us on the day of mailing.

17. Retirement Income

(a) You shall, at least 60 days before Maturity, notify us in writing of your instructions for the purchase of a Retirement Income product as permitted under the Applicable Tax Legislation. The Retirement Income product may be in the form of one, or any combination of, a life annuity commencing at Maturity, with or without a guaranteed term, for you during your life or during the lives jointly of you and your Spouse or the survivor of you and your Spouse, or a fixed term annuity commencing at Maturity. Upon receiving such instructions from you, we shall, upon Maturity, use the investments and any income derived therefrom in the Plan for the purchase of such Retirement Income product provided that it meets the conditions set out in paragraph (b).

(b) Except as otherwise permitted under the Applicable Tax Legislation, the Retirement Income must

(i) be payable in equal annual or more frequent periodic payments during its term until such time as there is a payment in full or partial commutation of the Retirement Income to you and, where such commutation is partial, equal annual or more frequent periodic payments thereafter,

(ii) not be capable of assignment in whole or in part,

(iii) require the commutation of each annuity payable to a person other than you or your Spouse under the arrangement,

(iv) if you select a fixed term annuity, the term cannot exceed a term of years equal to 90 minus either your age in whole years at Maturity, or where your Spouse is younger than you and you so elect, the age in whole years of your Spouse at Maturity, and

(v) not provide that the aggregate of the periodic payments made in a year after the death of the first Annuitant to exceed the aggregate of the payments made in a year before that Annuitant’s death.

(c) If you fail to provide adequate or any notice to us under paragraph (a), we may, at our sole discretion, and on reasonable notice to you, transfer the investments and any income derived therefrom in the Plan to a PTC deposit, close the Plan, withhold and remit amounts from any such property (or proceeds from the liquidation thereof) in such amounts as required by Applicable Tax Legislation, and hold the balance of such property in the form of deposits with us on behalf of you.

18. Death of Annuitant

(a) If you die before the purchase of a Retirement Income product, upon request by your legal representative and upon receipt by us of such documentation and information from your legal representative that we may require with respect to your death, the investments and income derived therefrom in the Plan will be paid in a lump sum to your Designated Beneficiary (where permitted by applicable law), if any, or if no beneficiary has been designated or if the Designated Beneficiary has predeceased you, to your estate, subject to compliance with applicable law. Upon any such payment, we shall be subject to no further liability or duty with respect to the Plan.

(b) The designation of a beneficiary may be made, changed or revoked only by your execution of the form or forms provided by us for this purpose which have been delivered to us before any payment by us under the Plan. If more than one such form has been delivered to us by you we will make payment in accordance with the form bearing the latest execution date. We shall be entitled to set up any defense against the beneficiary that it could have set up against you or your representatives.

19. Right of Off-Set

We have no right of off-set as regards to the property held under the Plan in connection with any debt or obligation owing to us.

20. Restriction Against Pledge Assignment or Alienation

Property held under the Plan cannot be pledged, assigned or in any way alienated as security for a loan or for any purpose other than that of providing for you, commencing at Maturity, a Retirement Income.

21. Amendments

We may, from time to time, make amendments to this Agreement with the concurrence of applicable regulatory authorities, if required, provided that the amendments do not disqualify the Plan as a “registered retirement savings plan” within the meaning of the Applicable Tax Legislation. We will give you at least 60 days’ notice of any material amendments. If an amendment results from changes to the Applicable Tax Legislation, this Agreement will be considered to be automatically amended and we will not be required to tell you about it.

22. Right to Appoint an Agent

You authorize us to delegate the performance of our duties under this Agreement to an agent or agents that we choose. However, we acknowledge that the ultimate responsibility for administering the Plan lies with us.

23. Resignation of Trustee

We may resign from our duties as a trustee under this Agreement by giving you 90 days’ notice in writing. If we resign, we will transfer the investments and any income derived therefrom in the Plan together with such information necessary for the administration of the Plan to another trustee that we choose.

24. Indemnifications of Trustee

You, and your heirs and legal representatives or Designated Beneficiary, shall indemnify and hold us harmless at all times in respect to any claims, taxes, assessments or other such charges filed or levied by a federal or provincial government body with respect to the Plan as a result of payments out of the Plan, the purchase, sale or retention of any investment or otherwise, as well as for any charges or liabilities which we may incur as a result of our undertakings and our obligations under this Agreement. We are not responsible for any losses incurred by the Plan or for any reduction in value of the Plan, except if due to our gross negligence or wilful misconduct.

25. Address

We shall be entitled to rely on our records as to your current address as establishing your residency for the operation and administration of the Plan and its devolution on your death, subject to any written notice to the contrary respecting your domicile on death.

26. Information Requests

Subject to applicable privacy laws, we, in our sole discretion, may require you, and where applicable your Spouse, to provide information in respect of any investment to be acquired or held under the Plan.

27. Governing Law

This Agreement shall be governed by and interpreted in accordance with Applicable Tax Legislation, the laws of Canada and the laws of the jurisdiction of your branch of the account. If any part of this Agreement is declared invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of the Agreement, which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable part and you confirm your intention that you would have executed this Agreement without reference to the invalid or unenforceable part.

APPENDIX B

We agree to act as the depositary for the person (referred in this Appendix B (TFSA – Declaration of Trust) to these Agreement Terms as “You” or “Your”) under the arrangement to be registered under your Social Insurance Number as a Tax Free Savings Account on the terms set forth in Appendix B (TFSA – Declaration of Trust) to these Agreement Terms, and you acknowledge and agree to such terms and conditions.

TFSA Account – Declaration of Trust

1. Definitions Used in this Agreement

For the purposes of this Appendix B, the following terms have the following meanings:

“Agreement” means the Application and this Declaration of Trust as set forth in this Appendix B.

“Applicable Tax Legislation” means the Income Tax Act (Canada) and any applicable provincial tax legislation, as amended from time to time.

“Application” means your application for the TFSA.

“Contribution” means an amount paid into the TFSA by the Holder.

“Holder” means you, and after your death, your “Successor Holder”.

“Successor Holder” means spouse or common-law partner designated by you as the successor holder of the TFSA in the event of your death.

“TFSA” means a Tax-Free Savings Account that has been registered under the Income Tax Act (Canada).

2. Registration

We will file an election to register the account as a TFSA pursuant to section 146.2 of the Income Tax Act (Canada) provided that you are at least 18 years of age, have a valid social insurance number (S.I.N.) and are a resident of Canada. You agree to notify us should you become a non-resident of Canada. We agree to accept the position as trustee of the TFSA once we have received your completed Application.

3. Purpose of the TFSA

The purpose of the TFSA is to provide you with an investment vehicle that allows you to earn and accumulate investment income tax-free inside the TFSA. All contributions to your TFSA and all interest, capital gains and dividends accrued or paid will be held in trust by us in accordance with this Agreement and the Applicable Tax Legislation. Your TFSA will be maintained for your exclusive benefit (determined without regard to any right of a person to receive a payment out of or under the arrangement only on or after the death of the holder). We will maintain a record of all contributions received from or withdrawn by you pursuant to the TFSA and of income from the investment of the funds in your TFSA.

4. Contributions

Only you are permitted to make contributions to your TFSA. It is your sole responsibility to ensure that contributions to the TFSA do not exceed the maximum permitted under the Applicable Tax Legislation. Investments in your TFSA must be “qualified investments” and must not be “prohibited investments” as those terms are defined in the Income Tax Act (Canada).

5. Investments

We will advise you what investment options are available. Only you and us shall have rights under the TFSA relating to the amount and timing of distributions and investing of funds.

You may invest your funds in the investments permitted and not specifically prohibited by the Income Tax Act (Canada). You request that we invest the funds in your TFSA in the investments designated by you on the Application. You agree to the rates and terms of those investments as set out on the face of the Application. We will periodically provide you with statements of your TFSA. If you believe there are any errors or omissions, you must notify us in writing within 30 days of each statement date. If you do not notify us of any errors or omissions within that 30 day period, you will be deemed to have acknowledged that:

  • the balance shown in your statement is correct;
  • all amounts credited or debited to your TFSA are correct;
  • you are not entitled to be credited with any amount not shown on your statement; and
  • you have verified the validity of any instructions.

6. Distributions

You may receive a payment out of or under your TFSA to reduce the amount of tax otherwise payable by you under sections 207.02 or 207.03 of the Income Tax Act (Canada). No one other than you or us has any rights under your TFSA relating to the amount and timing of distributions and investing of funds.

7. Withdrawals

All requests for withdrawals can only be made by the Holder. You can withdraw funds from your TFSA at any time for any purpose subject to the terms of the investments held in your TFSA.

The TFSA permits distributions to be made to reduce the amount of tax otherwise payable by you under section 207.02 or 207.03 of the Income Tax Act (Canada).

8. Transfers

On your instructions, we will transfer all or any part of the property you hold in your TFSA (or an amount equal to its value) to another TFSA you hold. All amounts transferred to your TFSA must come from:

  • another TFSA of yours;
  • a TFSA of which your spouse or common-law partner or former spouse or common law partner is a holder, provided that (i) you are living separate and apart at the time of the transfer, and (ii) the transfer is made under a decree, order or judgment of a competent tribunal or under a written separation agreement relating to a division of property between both of you in settlement of rights arising out of, or on the breakdown of your marriage or common-law partnership; or
  • other sources that may be permitted by the Applicable Tax Legislation.

9. No Borrowing

As prescribed by paragraph 146.2(2)(f) of the Income Tax Act (Canada), your TFSA is prohibited from borrowing money or other property for the purposes of your TFSA.

10. No Advantage

No advantage, as that term is defined in subsection 207.01(1) of the Income Tax Act (Canada), may be extended to you or to a person with whom you are not dealing at arm’s length.

11. Compliance

The TFSA will, at all times, comply with all relevant provisions of Applicable Tax Legislation. You are bound by the terms and conditions imposed under the Applicable Tax Legislation, as amended from time to time.

12. Statement

Please refer to section 1.5 General Terms: Account Statements and Confirmation of Transactions.

13. Fees

We may charge you fees and recover all reasonable expenses for the administration of the TFSA. We will tell you what our fees are when you open your TFSA. We may change our fees from time to time by notifying you at least 60 days before the new fees go into effect. We may deduct our fees as well as any applicable taxes from the funds in your TFSA.

14. Designation of Successor Holder; Designation of Beneficiary

You may designate your spouse or common law partner as the Successor Holder of your TFSA in the event of your death either in your will or, where provincial legislation permits, on a form acceptable to us and in accordance with applicable provincial legislation. If you make such a designation, you agree that the Successor Holder will acquire all of your rights as a Holder of the TFSA, including an unconditional right to revoke any beneficiary designation made or similar direction made by you under this TFSA or relating to property held in connection with this TFSA.

Unless you have designated a Successor Holder as indicated above, upon your death, we will pay the funds in your TFSA to your beneficiary, if any, or if there is no beneficiary named, then to your estate.

15. Death of a Holder

Before we make any payment of the funds in your TFSA, including accumulated interest, to your designated beneficiary, we may require proof of your death and/or other information or documentation from your legal representatives. We will deduct applicable taxes, fees and expenses from the payment. We are entitled to set up any defence that we could have set up against you or your personal representatives. If more than one designation of beneficiary has been delivered to us, we will make payment in accordance with the most recently designated beneficiary of which we have notice. If you do not designate a beneficiary, or your beneficiary dies before you, or your designation is not permitted in the province in which you live, we will pay the funds in your TFSA to your estate, subject to compliance with Applicable Tax Legislation.

16. Right of Set-Off

We retain the right of set-off against any amounts in your TFSA to pay a debt or other obligation you may have to us.

17. TFSA as Security for a Loan

You may use your interest or right in the TFSA as security for a loan or other indebtedness if:

(a) the terms and conditions of the indebtedness are terms and conditions that persons dealing at arm’s length with each other would have entered into; and

(b) it can reasonably be concluded that none of the main purposes for that use is to enable a person (other than you) or a partnership to benefit from the exemption from tax under this Part of any amount in respect of the TFSA.

18. Amendments

We may, from time to time, make amendments to this Agreement with the concurrence of applicable regulatory authorities, if required, provided that the amendments do not disqualify the TFSA as a tax-free savings account under the Applicable Tax Legislation. We will give you at least 60 days’ notice of any material amendments. If an amendment results from changes to the Applicable Tax Legislation, this Agreement will be considered to be automatically amended and we will not be required to tell you about it.

19. Indemnification

You and your heirs and legal representatives shall indemnify and hold us harmless at all times with respect to any claims, taxes, assessments or other such charges filed or levied by a federal or provincial government body with respect to your TFSA as well as for any charges or liabilities which we may incur as a result of our undertaking our obligations under this Agreement.

We are not responsible for any losses incurred by the TFSA or for any reduction in value of the TFSA, except if due to our gross negligence or wilful misconduct.

20. Right to Appoint an Agent

You authorize us to delegate the performance of our duties under this Agreement to an agent or agents that we choose. However we acknowledge that the ultimate responsibility for administering your TFSA lies with us.

21. Resignation of Trustee

We may resign from our duties as a trustee under this Agreement by giving you 90 days’ notice in writing. If we resign, we will transfer the balance of your TFSA together with such information necessary for the administration of your TFSA to another trustee that we choose.

22. Branch of Account

For purposes of the Trust and Loan Companies Act (Canada), the branch of account for your TFSA is the branch location indicated on your TFSA account statement. We may change your branch of account by giving written notice to you.

23. Governing Law

This Agreement shall be governed by and interpreted in accordance with Applicable Tax Legislation, the laws of Canada and the laws of the jurisdiction of your branch of the account. If any part of this Agreement is declared invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of the Agreement, which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable part and you confirm your intention that you would have executed this Agreement without reference to the invalid or unenforceable part.

Direct Services Agreement (Personal Accounts)

This agreement (the “Agreement”) outlines the terms and conditions governing Your use of Direct Services (defined below) and Mobile Payment Services (defined below). The Financial Institution does not offer Direct Services or Mobile Payment Services other than in accordance with these terms and conditions. By requesting and using Direct Services or Mobile Payment Services You acknowledge Your acceptance of these terms and conditions.

In consideration of the Financial Institution providing access to any of Your Accounts using Direct Services or Mobile Payment Services You agree as follows:

1. DEFINITIONS AND INTERPRETATION – This Agreement is intended to be interpreted in accordance with its plain English meaning. Except where otherwise indicated, capitalized terms are used in accordance with the definitions set out in the Canadian Code of Practice for Consumer Debit Card Services. Any defined term used in this Agreement, defined in the singular, is deemed to include the plural and vice versa.

“Access Terminal” means any device used to access any of Your Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone or Mobile Device.

“Account” means any of Your accounts or subaccounts (if applicable) that You may have now or in the future, at the Financial Institution.

“Account Agreement” means the agreements for the operation of the Account.

“ATM” means an automated teller machine.

“Biller” means a person who uses the EDP Services to deliver bills and invoices to their customers electronically.

“Central 1” means Central 1 Credit Union.

“Contaminant” means a computer virus, worm, lock, mole, time bomb, Trojan horse, rootkit, spyware, keystroke logger, or any other malicious code or instruction which may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware.

“Debit Card” means a card issued by Us that allows the holder of the card to deposit cash and Instruments or withdraw cash from the Account through an ATM, authorize Transactions on the Account through an ATM, and that operates like an Instrument to purchase goods and services from Merchants or that can be used with Mobile Payment Services. A virtual Debit Card is the electronic equivalent of a Debit Card when used with Mobile Payment Services. All references to “Debit Card” in this Agreement include a virtual Debit Card registered for use with the Mobile Payment Service.

“Depositor” or “You” or “Your” means the customer or member of the Financial Institution who holds the Account with the Financial Institution authorized by Us for Direct Services or Mobile Payment Services.

“Direct Services” means the services offered by Us from time to time that let You access the Account using an Access Terminal. However, Direct Services do not include card services such as Debit Cards including those provided by a Third Party.

“EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epost™) that facilitates the delivery of bills and invoices from Billers to their customers using Direct Services.

“Eligible Bill” means a bill that is of a class specified by a by-law, a Rule, or a standard made under the Canadian Payments Act, and defined therein as an ‘eligible bill’. For greater certainty, under this Agreement, an Eligible Bill supporting an Official Image, must be a paper-based Instrument, complete and regular on its face, immediately payable to You as payee, and be either a cheque, bank draft, or credit union official cheque, denominated in Canadian Dollars or US Dollars and drawn on a financial institution domiciled in Canada, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to You with the payee in blank or endorsed over to You and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to You from anyone other than the drawer, endorsed over to You, or altered after being drawn shall not qualify as an Eligible Bill.

“EMT Answer” means the word or phrase created by the sender of a money transfer and used by the recipient to claim or decline the money transfer using EMT Services.

“EMT Contact Information” means the electronic contact information, including without limitation an email address or telephone number, used in sending and receiving of a money transfer using EMT Services.

“EMT Notice” means the electronic notice sent to the recipient of a money transfer, when such money transfer is sent using EMT Services. The EMT Notice may be read by using an Access Terminal.

“EMT Services” means the money transfer service provided by Acxsys Corporation that facilitates the sending and receiving of money transfers (using including without limitation email or telephone) through Direct Services to and from Participating Financial Institutions, and the Acxsys Corporation payment service.

“External Account” means an account held at another Canadian financial institution; an Investment Industry Regulatory Organization of Canada registrant; a card issuer; or an entity eligible for membership with Payments Canada, being an account in Your name or on which You have the authority to independently authorize Transactions.

“Financial Institution” or “We” or “Us” or “Our” means the financial institution holding Your Account set out in the Account Agreement.

“Instrument” means a cheque, promissory note, bill of exchange, order for payment, securities, cash, coupon, note, clearing item, credit card slip for processing, other negotiable instrument, or item of deposit or withdrawal of a similar nature and its electronic equivalent, including electronic debit instructions.

“Merchant” means a person that sells goods or services to You and who receives payment through either Direct Services or Mobile Payment Services.

“Mobile Device” means a mobile device such as and including a computer, a portable hand-held device, or a telephone including any form of mobile telephone that is capable of being used in connection with the Mobile Payment Service.

“Mobile Payment Services” means those electronic payment services that can be performed with a Debit Card and PIN or a virtual Debit Card and Passcode using a Mobile Device that allows You to perform Point of Sale Transactions using a Mobile Device.

“Mobile Payment Transaction” means a Transaction made using Mobile Payment Services.

“Notification” means a written notice generated by or on behalf of the Financial Institution that provides to You, notice of a pending or completed Transaction or a summary of the balance of the Account, including notices issued by email or SMS text messages to any of Your Contact Info.

“Official Image” means an electronic image of an Eligible Bill, either created in accordance with the provisions of this Agreement or that otherwise complies with the requirements to permit negotiation and clearing of that Eligible Bill in accordance with the by-laws, standards, and Rules of Payments Canada.

“Online Payment Service” means the online payment service provided by Acxsys Corporation (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services and Acxsys Corporation to Participating Financial Institutions for the purchase of goods and services from Participating Merchants.

“PAC” means the personal access code or word used with Direct Services to access an Account.

“PAD” means a Preauthorized Debit.

“Participating Financial Institution” means a financial institution participating in EMT Services, Online Payment Services, or Western Union Services, as the case may be.

“Participating Merchant” means a Merchant that offers the Online Payment Service as an online payment option on the Merchant’s website.

“Passcode” means the numerical code selected by the Debit Card holder to authorize certain Mobile Payment Transactions.

“PIN” means a secret code intended for the sole use of a cardholder. The PIN is used in conjunction with a Debit Card to confirm the identity of the cardholder and to authorize Debit Card Transactions. If Your Access Terminal or Mobile Device is accessible with a biometric substitute for a PIN (such as a finger print or iris scan), then in this Agreement, PIN includes such biometric.

“PFM Service” means the financial management service provided by a Third Party PFM Service provider, Yodlee, Inc., which may be accessed through Direct Services, that allows You to consolidate management of the Account with management of External Accounts or other financial information, assets, and liabilities outside the Financial Institution, linked to Direct Services through the PFM Service provider or input by You, and such other financial management services as may be offered from time to time by the PFM Service provider or the Financial Institution.

“PIW” means the personal identification word used in connection with Remote Instructions.

“POS” means Point of Sale, being an electronic terminal used by cardholders to pay for goods or services at a retail or service outlet.

“POS Transaction” means the use of the Debit Card to conduct a contact Transaction or a contactless Transaction or using a Mobile Device for purposes permitted by Us, including but not limited to: (a) the transfer of funds from Your Account to purchase or lease goods or services from a Merchant; (b) the transfer of funds from Your Account to obtain a voucher, chit, scrip, token or other thing that may be exchanged for goods, services or money; or (c) the transfer of funds into Your Account from an Account of a Merchant (e.g., a refund).

“Preauthorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with Your written request.

“Remote Deposit Service” means the remote deposit capture service provided by Us and Central 1, and accessed through Direct Services, that allows You, using an Access Terminal and any other means authorized by Us in Our sole discretion from time to time, to create, transmit, and receive to the benefit of the Financial Institution an Official Image for deposit to the Account.

“Remote Instructions” means instructions given to the Financial Institution with respect to the operation of the Account from a remote location, using a computer, a Mobile Device, fax, via the Financial Institution’s online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

“Rules” means the published rules and standards of Payments Canada as amended from time to time.

“The Services” means, when used in this Agreement, Direct Services and Mobile Payment Services without differentiation.

“Third Party” means any person, firm, corporation, association, organization, or entity other than the Financial Institution or Central 1.

“Transaction” means any transaction processed to or from the Account.

“Transaction Record” means a paper Transaction record dispensed mechanically, or written notification generated by or on behalf of Us, or notice of a pending or completed Transaction or a summary of the balance of Your Account, including notifications issued by email or SMS text message to You or available as an Account Statement or balance of account when You use a Mobile Device or other Access Terminal.

“Western Union Services” means the money transfer service provided by WUC that facilitates the sending or receiving of money transfers through Direct Services to or from WUC and the WUC agent network.

“WUC” means Western Union Financial Services (Canada) Inc.

“Your Contact Info” means any of the contact information, including, without limitation, postal address, email address, fax number, or telephone number provided by You accepted by Us through which the Financial Institution can give You written notice.

2. PERSONAL INFORMATION – You agree that the Financial Institution may collect, use, and disclose Your personal information to provide financial services and products to You, to verify or determine Your identity, and to comply with legal and regulatory requirements, all in accordance with this Agreement and the privacy policies of the Financial Institution. We may obtain, collect, use, and release confidential Depositor information as permitted or required by law or in a court proceeding or with Your consent or as necessary to process Transactions. If You subscribe for PFM Services, special terms and conditions will also apply, as more particularly set forth in the PFM Schedule for Consent and Disclosure for PFM Service (“PFM Special Terms”) attached to and forming part of this Agreement.

3. USE OF SERVICES – You may use The Services to access any permitted Account and to authorize such Transactions as may be permitted by Us from time to time, commencing upon the day these terms and conditions are accepted by You and Your request for The Services is approved by Us. You must not use The Services to authorize Transactions on an Account that otherwise requires more than 1 authorization (i.e., with multiple signature requirements) unless prior authorization is received in writing and with Our approval. We may, from time to time, add to or delete from the types of use permitted and services offered.

In connection with The Services, You agree to provide true, accurate, current, and complete information about You, the Account, and any External Account when required by Us. Further, You agree to notify Us of any changes to such information within a reasonable period of time.

4. SERVICE CHARGES AND FEES – You will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party through Your initiation of a Transaction. You will pay the service charges that We establish from time to time for The Services, including, without limitation, service charges for providing records regarding You that We are legally required to provide. You acknowledge receipt of a schedule of Our charges for The Services in effect at the time of acceptance of this Agreement. We may, from time to time, increase or decrease the service charges for The Services and provide notice of such changes by sending a notice to Your Contact Info, by posting notice at Our premises or on the Financial Institution’s website, by personal delivery, or by any other means We, acting reasonably, consider appropriate to bring the change to Your attention. Current service charges for The Services may be obtained by contacting Us or through the Financial Institution’s website. You are responsible for determining the then current service charges for The Services You request, in advance of using The Services. By requesting The Services You acknowledge Your agreement to pay service charges for The Services as requested as then in effect. The Financial Institution can deduct service charges from Your Account (or other accounts belonging to You with Us) when the service is requested or performed. New or amended service charges and fees will become effective on the stated effective date following publication, when the service is requested or performed, or when incurred, and in any event, no later than 30 days after publication by Us.

5. AVAILABILITY OF THESE SERVICES – You acknowledge that the availability of The Services depends on telecommunications systems, computer hardware and software, and other equipment, including equipment belonging to the Financial Institution, Central 1, and Third Parties and that there is no guarantee or obligation to provide continuous or uninterrupted service. The Financial Institution and Central 1 are not liable for any cost, loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that You may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide The Services, or from the malfunction or failure of telecommunication systems, computer hardware or software, or other equipment or other technical malfunctions or disturbances for any reason whatsoever, nor are the Financial Institution or Central 1 liable for any lost, incomplete, illegible, misdirected, intercepted, or stolen messages, or failed, incomplete, garbled, or delayed transmissions, or online failures (collectively, “Interruption Claims”), even if You have advised Us of such consequences. You release and agree to hold Us and Central 1 harmless from any and all Interruption Claims.

6. AUTHORIZATION FOR TRANSACTIONS – You acknowledge and agree that:

a) using the PAC to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by You in person or as otherwise contemplated or permitted by the Account Agreement;

b) You will be bound by each such Transaction; and

c) once the PAC has been used to authorize a Transaction, the Transaction cannot be revoked or countermanded.

You irrevocably authorize and direct Us to debit or credit, as the case may be, the amount of any Transaction to the Account, together with any service charges or fees, authorized using the PAC, the PIW, in person by You, or as otherwise contemplated or permitted by the Account Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

7. CONFIDENTIALITY – We can assign or require You to select and use a PAC, PIW and PIN and in connection with this Agreement. You agree to keep the PAC, PIW and PIN confidential and will only reveal them to authorized Financial Institution agents or officers when required by Us. You agree not to record the PAC, PIW or PIN any format or medium. You can change the PAC, PIW or PIN at any time. You agree to change the PAC, PIW or PIN if and when required by Us. You acknowledge that the PAC, PIW and PIN must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.

You are responsible for all use of the PAC, PIW and PIN and for all Transactions on the Account authorized using The Services.

You acknowledge that We may, from time to time, implement additional security measures, and You will comply with all instructions and procedures issued by Us in respect of such security measures. You are aware of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. You agree not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through our banking website or banking app or through Our published contact information as shown on the Financial Institution’s website.

If You disclose the PAC or PIN to a Third Party, and if We become aware of such disclosure, We may in Our sole discretion, waive the confidentiality requirements described in this article 7, Confidentiality, but only if such disclosure is to a reputable personal financial management service similar to that described in article 30, Personal Financial Management. Notwithstanding any such waiver, You acknowledge and agree that You remain responsible for all use of the PAC and PIN by the Third Party.

You will not select an obvious combination of digits for Your PIN (e.g., address, card number, account number, telephone number, birth date, or Social Insurance Number). You understand that the Financial Institution has only disclosed the PIN to You and to no one else, and You will never, under any circumstances, disclose the PIN to any other person. You will not use your PIN as your Mobile Device or online access code. You will not keep a written record of the PIN, unless the written record is NOT carried next to the Debit Card and NOT stored on your Mobile Device and is in a form indecipherable to others. You will always screen the entry of the PIN with your hand or body.

You must treat the Passcode used to authorize any Transactions within the Mobile Payment Service with the same standard of care and confidentiality as your PIN.

8. REMOTE INSTRUCTIONS – You may provide Remote Instructions to any branch of the Financial Institution as permitted by Us, online through the Direct Services web portal, or through Our telephone banking service, if any. The Remote Instructions may concern the Account maintained at that branch, or concern other Transactions and arrangements conducted at or with that branch.

The Financial Institution may, but will not be obliged to, act on Remote Instructions received in Your name along with any requisite PAC and PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to Us by mail and signed by You authorized to operate the Account. Any such Remote Instructions are deemed genuine.

The Financial Institution may, in its sole discretion, acting reasonably, delay acting on or refuse to act on any Remote Instruction.

A Remote Instruction is deemed received by Us only when actually received and brought to the attention of an authorized officer, agent or processor of the Financial Institution capable of acting upon and implementing the Remote Instruction.

Remote Instructions can be transmitted to the Financial Institution at the telephone or fax number or email address provided by Us, or at such other telephone or fax number or email address as We may advise You by notice in writing, or online through the Direct Services web portal. Any one person purporting to be the Depositor may act alone and provide Remote Instructions to the Financial Institution, even if 2 or more signatures are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as You is in fact You, and can rely upon such, and We may act on the Remote Instructions provided by any such person as fully authorized by You, even if such were not. All Remote Instructions given to the Financial Institution in Your name will bind You. If the Depositor does not wish to permit Remote Instructions, then the Depositor should not subscribe to The Services.

9. VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY US – All Transactions are subject to verification and acceptance by Us and, if not accepted, or if accepted but subsequently determined to be in error or otherwise improper or unauthorized, the Financial Institution may, but is not obliged to, reverse them from the Account. Verification may take place at a date later than the date You authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, ever determines that a credit made to or traced to the Account was made in error or based upon a mistake of fact, or induced through or in any way tainted by fraud or unlawful conduct, We may place a hold on the credit and reverse the credit and any applicable interest.

10. FINANCIAL INSTITUTION RECORDS – Whether a Transaction Record is issued or not, it is Your responsibility to verify that all Transactions have been properly executed by checking the periodic statement or passbook entries itemizing Transactions and reviewing Your Transaction Records. In the absence of evidence to the contrary, Our records are conclusive for all purposes, including litigation, in respect of any instructions given by You to Us through the use of the Debit Card; the contents of any envelope deposited into Your Account at an ATM; the making of a withdrawal, deposit or transfer through the use of the Debit Card; and any other matter or thing relating to the state of accounts between You and Us. Our records of all Transactions will be deemed to be correct and will be conclusive and binding on You. All Transactions will appear on the regular statements of account for the Account.

If You believe or suspect that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, You must give immediate written notice to Us, and in any event, must do so within the shorter of the time provided in the Account Agreement or 45 days from the date of the Transaction.

A copy of any fax or email message or other Remote Instructions or the Financial Institution’s notes of any Remote Instructions given by telephone may be entered into evidence in any court proceedings as if it were an original document signed by You. You will not object to the admission of the Financial Institution’s or Central 1’s records as evidence in any legal proceeding on the grounds that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer, and all such records will be conclusive evidence of the Remote Instructions in the absence of documentary recorded evidence to the contrary.

11. LIABILITY FOR ERRORS AND OMISSIONS – If the Financial Institution makes an error or omission in recording or processing any Transaction, the Financial Institution is only liable for the amount of the error or omission if You have not caused or contributed to the error or omission in any way, have complied with this Agreement and the Account Agreement, and have given written notice to Us within the time provided in the Account Agreement, and to the extent the liability is not otherwise excluded by this Agreement or the Account Agreement.

If You have given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will We be liable for any delay, inconvenience, cost, loss, or damage (whether direct, special, indirect, exemplary, or consequential) whatsoever caused by, or arising from, any such error or omission.

12. EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – We are not responsible for any loss or damage suffered or incurred by You except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case We will not be liable for any indirect, special, consequential, or exemplary damages (including, but not limited to, loss of profits) regardless of the cause of action and even if We have been advised of the possibility of such damages. In no event will We be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by You that is caused by:

a) the actions of, or any failure to act by, You, or any Third Party (and no Third Party will be considered to be acting as an agent for Us unless expressly authorized to do so for that purpose);

b) the inaccuracies in, or inadequacies of, any information furnished by You to Us, including, but not limited to any failed, duplicative, or erroneous transmission of Remote Instructions;

c) the failure by Us to perform or fulfill any of Our obligations to You, due to any cause beyond Our control; or

d) forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.

13. RISKS AND DUTIES – Except for loss caused exclusively by Our gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, You assume all risk of loss due to the use of The Services, including, without limitation, the risk of Third Party fraud. You further agree that You will notify Us immediately:

a) of any suspected or actual misuse or unauthorized use of the PAC, PIW or PIN; or

b) if the PAC, PIW or PIN becomes known to anyone other than You; or

c) if You receive Notification of any Transaction affecting the Account that alerts You of Account activity that was not authorized by You.

You will change the PAC, PIW or PIN if either of the notification requirements above in a) or b) arises.

The notification requirement above in b) does not apply if You have disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 30, Personal Financial Management and You are otherwise unaware of suspected or actual misuse or unauthorized use or activity.

You acknowledge that You are responsible for all use made of the PAC, PIW and PIN and that We are not liable for Your failure to comply with any part of this Agreement. You are liable for all authorized and unauthorized use, including all Transactions. You are also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, You expressly acknowledge and agree that You shall be bound by and liable for any use of the PAC, PIW or PIN by a member of Your household whether authorized by You or not.

You are liable for all transfers to linked accounts. You bear all risk for all such Transactions.

Where You know of facts that give rise or ought to give rise to suspicion that any Transactions, or instructions in respect of the Account, or Instruments deposited to the Account are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to Us or found invalid for any reason, You have a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before negotiating or, alternatively, accessing any funds derived from such Transactions, instructions, or Instruments, and to disclose to the Financial Institution, Your suspicion and the facts upon which Your suspicion is based (“Suspicious Circumstances”).

The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by You, but We do not owe You any obligation to undertake Our own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of Your Accounts pending investigation of any improper use of any Account. Any hold imposed by Us pursuant to any of the terms of this Agreement, or investigation undertaken by Us, is imposed or undertaken by Us at Our sole discretion and for the Financial Institution’s sole benefit.

Release of a hold by Us is not a confirmation that a Transaction, instruction, or Instrument is in fact good or cleared or not subject to chargeback and may not be relied upon as such by You. If to Our satisfaction any improper use is established, We can withdraw or suspend The Services and operation of the Account without notice.

14. RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement and the Account Agreement:

a) if You did not reveal the PAC, PIW or PIN to any other person, other than authorized Financial Institution agents or officers when required by Us, or write it down or otherwise record it, and changed the PAC, PIW and when required by this Agreement, You will not be liable for any unauthorized use that occurs after We have received written notice from You that the PAC, PIW or PIN may have become known to someone other than You. We will not be considered to have received written notice until the Financial Institution gives You written acknowledgement of receipt of such notice; and

b) We will not otherwise be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in Your name whether or not You actually gave the Remote Instructions. We will not be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made by You through Direct Services whether or not You actually gave the Remote Instructions.

15. DISPUTE RESOLUTION – PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Direct Services Transaction or an unauthorized Direct Services Transaction, You will report the issue immediately to the Financial Institution. We will investigate and respond to the issue in a timely way. We will not unreasonably restrict You from the use of the Account subject to dispute, as long as it is reasonably evident that You did not cause or contribute to the problem or unauthorized Transaction, have fully cooperated with the investigation, and have complied with this Agreement and the Account Agreement. We will respond to reports of a problem or unauthorized Transaction within 10 business days and will, within a reasonable period of time thereafter, indicate what reimbursement, if any, will be made for any loss incurred by You. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that You have complied with this Agreement and on the balance of probabilities it is shown that You took all reasonable and required steps to:

a) protect the confidentiality of the PAC, PIW and PIN as required by this Agreement and the Account Agreement;

b) use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; and

c) act immediately, upon receiving a Notification of, or becoming aware of, an unauthorized Transaction, to mitigate against further loss and report the issue to the Financial Institution.

16. ACCESS TERMINAL/MOBILE DEVICE SECURITY – If The Services are made available through the Internet or a telephone service provider, You acknowledge that although the Financial Institution uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission, security is not guaranteed and information is transmitted at Your risk. You acknowledge and shall ensure that any private Access Terminal used by You to access The Services is auto-locked by a password or biometric to prevent unauthorized use of that Access Terminal, has a current anti-Contaminant program, and a firewall, and that it is Your personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. You further acknowledge that to reduce the risk of unauthorized access to the Account through the Access Terminal, You will sign out of The Services and, where applicable, close the browser or banking app when finished using it. You further acknowledge that using public or shared computers and certain other Access Terminals through an open WiFi or shared Bluetooth portal, to access The Services increases the risk of unauthorized access to the Account, and You will take all reasonable precautions to avoid such use or inadvertent disclosure of the PAC, PIW and PIN.

17. FRAUD PREVENTION AND DETECTION – You agree to maintain appropriate security controls and procedures to prevent and detect thefts of Instruments, or losses due to fraud or forgery involving Instruments, or fraudulent or unauthorized Transactions.

You agree to diligently supervise and monitor the conduct and work of all agents having any role in the preparation of Your Instruments, Your reconciliation of the statement of account for the Account, or other banking functions.

18. LINKS – If The Services are made available through the Internet, the Financial Institution’s website may provide links to other websites, including those of Third Parties who may also provide services to You. You acknowledge that all those other websites and Third Party services are independent from the Financial Institution’s and may be subject to separate agreements that govern their use. The Financial Institution and Central 1 have no liability for those other websites or their contents or the use of Third Party services. Links are provided for convenience only, and You assume all risk resulting from accessing or using such other websites or Third Party services.

19. THIRD PARTY SERVICES – The Financial Institution and Central 1 may, from time to time, make services provided by Third Parties available through Direct Services or the Financial Institution’s website. You acknowledge and agree that:

a) the Financial Institution and Central 1 make the services of Third Parties available through Direct Services or Our website for Your convenience. The services are provided by the Third Party and not Us or Central 1. Your relationship with the Third Party shall be a separate relationship, independent of the relationship between You, Us and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;

b) We and Central 1 make no representation or warranty to You with respect to any services provided by a Third Party even though those services may be accessed by You through Direct Services or Our website;

c) You assume all risks associated with accessing or using the services of Third Parties;

d) We and Central 1 have no responsibility or liability to You in respect of services provided by a Third Party;

e) any dispute that relates to services provided by a Third Party is strictly between You and the Third Party, and You will raise no defence or claim against Us and Central 1; and

f) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations may apply to the services provided by Third Parties and that the Third Parties may, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation.

20. INDEMNITY – You agree to indemnify and hold Us and our service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of The Services. Depositors must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential, incurred by the Indemnified Parties as a result of:

a) any of the Indemnified Parties making Direct Services available to You;

b) any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions;

c) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by You through Direct Services;

d) any Transaction that results in a negative balance in the Account; or

e) the consequences of any Transaction authorized by You.

This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon You and Your heirs, executors, successors, and assigns and shall survive the termination of this Agreement for any act or omission prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

21. SERVICES ACKNOWLEDGEMENT – You acknowledge and agree that:

a) when transfers and bill payments are authorized through Direct Services, funds are deemed irrevocably transferred out of the Account and the Transaction cannot be revoked or countermanded by You;

b) anyone with access to the PAC, PIW or PIN may be able to access The Services and may use the PAC, PIW or PIN to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;

c) We will not be liable in any way to You or any other person for processing or accepting on the Account any Transaction that results in the transfer of money out of the Account or in the payment of bills, even if the money is used for the benefit of a person other than You, or if bills owed by a person other than You are paid;

d) You will be liable for all Transactions conducted using The Services, including Transactions that benefit a person other than You or that result in the payment of bills owed by a person other than You; and

e) a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

22. NO STATEMENT REQUEST AND ONGOING VERIFICATION OBLIGATIONS – If, at Your request, We agree to cease printing and mailing statements of account for the Account to You, You acknowledge and agree that:

a) You will be responsible to obtain (whether from Us or using The Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by no later than the end of the following calendar month (the “Notification Date”), notify Us of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instrument or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account;

b) notwithstanding any other provision of this Agreement, after the Notification Date (except as to any errors, irregularities, omissions, or unauthorized Transactions of any type of which You have notified Us in writing on or before the Notification Date), You agree that:

i) the amount of the balances shown on the last day of the calendar month is correct and binding on You subject to Our right to make reversals in accordance with this Agreement and the Account Agreement;

ii) all amounts charged to the Account are valid;

iii) You are not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;

iv) You have verified the validity of any Instruments and instructions; and

v) the use of any service shown is correct.

        You acknowledge that:

vi) notwithstanding that an Instrument may be provisionally posted to the Account, it is not considered processed until it has been honoured and irrevocably collected by Us and the time for return by any process of law has expired. The credit represented by an Instrument that is not honoured and collected, or is charged back, made in error, or tainted by fraud, may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly; and

vii)    notwithstanding that a deposit or other credit may be provisionally posted to the Account, it is not considered processed until it has been verified and accepted by Us. A deposit or other credit that is not verified and accepted may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly.

c) Despite subsection b) above, if You have authorized PADs to be issued against any of the Accounts, You acknowledge that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and:

i) where the purpose of the PAD was for payment of consumer goods and services, the time period for making such a claim is 90 calendar days from the date of debiting; and

ii) where the purpose of the PAD was for payment of goods and services related to commercial activities of You, the time period for making such a claim is 10 business days from the date of debiting.

Claims must be made in writing to Us within the specified time period and in compliance with the Rules, as amended from time to time.

23. BILL PAYMENTS MADE THROUGH DIRECT SERVICES – You acknowledge and agree that:

a) bill payments made through Direct Services are not processed immediately and that the time period for processing depends upon a number of factors, including, without limitation, the time when the bill payment is authorized and the internal accounting processes of the bill payment recipient;

b) it is Your responsibility to ensure that bill payments are authorized in sufficient time for the payment to be received by the bill payment recipient before its due date;

c) We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of any error, non-payment or a delay in the processing of bill payments;

d) if You have made or received a bill payment in error, We may, but are not obliged to, assist You by initiating or processing a “Bill Payment Error Correction Debit”, as defined under the Rules, and if so initiated, You agree to indemnify Us for any direct loss, costs, or damages incurred, and will pay to Us any reasonable service charges or fees related to the provision of the service; and

e) if We initiate or process a Bill Payment Error Correction Debit affecting Your Accounts or affairs, and if We did so without gross negligence or intent to cause loss or harm, We shall be held harmless for any and all loss, costs, or damages suffered or incurred by You, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

24. SERVICES AND THIRD PARTIES – In respect of all The Services and any Third Party services made available by Us, You shall not:

a) use the services for an illegal, fraudulent, or defamatory purpose; and

b) take steps, or cause, or permit anything to be done that could undermine the security or integrity of the services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of The Services or Third Party services).

If You breach these provisions Your participation in The Services or any service provided by Us or a Third Party may be suspended or terminated.

25. EDP SERVICES – If the Financial Institution through Direct Services makes EDP Services available and You use the EDP Services:

a) You consent to epost™ preparing, using, and disclosing reports relative to the performance and operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or You, and reports that pertain to Your involvement in and use of the EDP Services. You further consent to epost™ disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which You have registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of Your viewing activities;

b) You acknowledge that epost™ will not respond directly to You with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct You to the Financial Institution or the Biller; and

c) You acknowledge that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, Your participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.

26. TRANSFERS WITH EXTERNAL ACCOUNTS – If the Financial Institution through The Services enables You to transfer funds between the Account and an External Account, then:

a) You agree to inform Us in writing of the External Accounts You wish to link to the Account in a form acceptable to Us;

b) We reserve the right to refuse to accept the External Account;

c) You agree to provide Us with the financial institution number, branch address or number, and the account number of the External Account You wish to link to the Account. We reserve the right to verify the External Account;

d) You and the External Account holder must provide authorization to establish the link between the Account and the External Account;

e) You agree to not link the Account to an account that is not owned by You;

f) You acknowledge and agrees that We, at Our discretion, may limit the type of transfers that can be conducted between the Account and the External Account; specifically whether Transactions will be in the form of credits to the External Account, debits from the External Account, or both credits to and debits from the External Account;

g) You may only link an Account denominated in Canadian dollars to an External Account denominated in Canadian dollars, or an Account denominated in US dollars to an External Account denominated in US dollars, and only if the External Account is with a financial institution domiciled in Canada;

h) We reserve the right to limit: the number of External Accounts that can be linked to the Account; the dollar amount of Transactions to or from the External Account; and the number of Transactions to or from the External Account;

i) We reserve the right to hold funds on the Transaction amount;

j) You consent to the disclosure to the financial institution that holds the External Account of any personal information provided to Us with respect to Transactions to or from the External Account. You also consent to the disclosure to Us of any personal information provided to the financial institution holding the External Account of any personal information provided to such financial institution with respect to Transactions to or from the External Account;

k) funds usually arrive in Your External Account or Account within 3 to 5 business days from the day the Transaction is authorized. We cannot guarantee the date of deposit to the Account or External Account. We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in the processing of Transactions;

l) all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and

m) You agree that for security or risk management purposes and at Our discretion, a nominal sum may be credited to the External Account once per year.

27. TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services enables You to link multiple Accounts to a single user name to allow You to access the Accounts from a single user name, it will not constitute merging the Accounts. If the Accounts are linked through Direct Services, then:

a) We reserve the right to refuse to accept any Account;

b) You agree that We, at Our discretion, may limit the type of Transactions that can be authorized between the Accounts, specifically whether Transactions will be in the form of credits to an Account, debits from an Account, or both credits to and debits from an Account;

c) We reserve the right to limit: the number of Accounts that can be linked; the dollar amount of Transactions made to or from a linked Account; and the number of Transactions made to or from a linked Account;

d) the Financial Institution reserves the right to apply a hold on the Transaction amount to a linked Account for a period of time to be determined by Us, during which time the Transaction or portion thereof will not be accessible to You;

e) You agree that the Financial Institution cannot guarantee the date of a Transaction to and from a linked Account. The Financial Institution and Central 1 will not be held liable for any cost, expense, loss, damage, or inconvenience of any nature arising as a result of a delay in the processing of Transactions; and

f) all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

28. EMT SERVICES – If the Financial Institution through Direct Services makes EMT Services available and You use the EMT Services, You acknowledge and agree that:

a) the EMT Services are only available in Canadian dollars;

b) the Account will be debited as soon as You initiate a Transaction, and We may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is debited until the recipient successfully claims the Transaction or the Transaction is cancelled;

c) Transactions sent and received through the EMT Services are subject to number and dollar limits that may change from time to time without prior notice to You;

d) We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Acxsys Corporation, or a Participating Financial Institution;

e) an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after You originate the Transaction;

f) as the sender, You will keep the EMT Answer confidential and will not disclose it or share it with anyone but the intended recipient;

g) the recipient must correctly provide the EMT Answer to claim or decline the Transaction;

h) We, the other Participating Financial Institution, and Acxsys Corporation or Acxsys Corporation’s agents are entitled to pay the Transaction amount to anyone who, using the EMT Services, claims to be the recipient and successfully provides the EMT Answer;

i) We will not be liable for losses or damages incurred as a result of a person other than the intended recipient guessing or obtaining the EMT Answer;

j) as the sender, You will not include the EMT Answer in the Transaction details;

k) as the recipient, You will not disclose the EMT Answer except as required to claim or decline the transfer;

l) the recipient may claim a Transaction using Our online banking services or another Participating Financial Institution or through the Acxsys Corporation payment service;

m) if the recipient declines a Transaction that You initiated, the Transaction will be returned to You;

n) funds usually arrive in the recipient’s account within 3 to 5 business days from the day the recipient successfully claims the Transaction. We cannot guarantee the date of deposit;

o) as the sender, the Transaction will be returned to You if the recipient does not claim the Transaction within 30 days of the date the transfer is initiated, if the Transaction cannot be successfully sent to the recipient’s EMT Contact Information as provided by You, or if the recipient declines the Transaction. You are responsible for providing the recipient’s correct EMT Contact Information and further agree that the recipient has consented to Your use of the EMT Contact Information for EMT Services purposes, including its provision to Us, the other Participating Financial Institution, and Acxsys Corporation;

p) if the recipient successfully claims the Transaction using the Acxsys Corporation payment service but provides incorrect account information, Acxsys Corporation or its agent may request correct account information from the recipient or may mail an Instrument to the recipient. We will not pay interest on the Transaction amount;

q) We may cancel a Transaction if We have reason to believe that a mistake has occurred or if We believe that the Transaction is a product of unlawful or fraudulent activity;

r) You are responsible for providing a valid EMT Contact Information and will immediately update it via Direct Services if there are any changes to the EMT Contact Information;

s) as the sender, You may cancel a Transaction up to the time before the recipient successfully claims the Transaction. As the recipient, You acknowledge that a Transaction may be cancelled up to the time You successfully claim the Transaction;

t) all disputes will be handled directly between the sender and the recipient without the participation of the Financial Institution or any other party;

u) We may refuse to provide EMT Services for You; and

v) We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in processing a Transaction or for Transactions claimed by someone other than the intended recipient.

29. WESTERN UNION SERVICES – If the Financial Institution through Direct Services makes Western Union Services available and the Depositor uses the Western Union Services, the Depositor acknowledges and agrees that:

a) the Depositor must accept WUC’s terms and conditions before authorizing a Transaction using the Western Union Services;

b) the Account will be debited or credited, as the case may be, as soon as the Depositor authorizes a Transaction;

c) the Financial Institution will not be responsible or liable for any losses or damages incurred as a result of funds held and/or limits set by the Financial Institution, WUC, Acxsys Corporation, or any member of the WUC agent network;

d) the Financial Institution may cancel a Transaction if it has reason to believe that a mistake has occurred or if it believes that the Transaction is a product of unlawful or fraudulent activity;

e) all disputes will be handled directly between the sender and the recipient, without the participation of the Financial Institution or any other party;

f) your joint Account holders, if any, may see the details of your Western Union Services Transactions;

g) the Financial Institution may refuse to provide Western Union Services for the Depositor; and

h) the Financial Institution will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in processing a Transaction or for Transactions claimed by someone other than the intended recipient.

30. PERSONAL FINANCIAL MANAGEMENT – If the Financial Institution, through Direct Services, makes the PFM Service available, You agree that the terms and conditions in this article 30, Personal Financial Management, govern Your use of the PFM Service and are binding upon You. If there is any conflict between these PFM Service terms and conditions and the terms and conditions in the rest of this Agreement, then these PFM Service terms and conditions will apply in respect of the PFM Service. In addition, if You subscribe for PFM Services, special terms and conditions will also apply, as more particularly set forth in the PFM Special Terms attached to and forming part of this Agreement. If there is any conflict between the PFM Special Terms and the terms and conditions in the rest of this Agreement or in respect of this article 30, Personal Financial Management, then the PFM Special Terms will apply for the PFM Service. Further:

a) in connection with the PFM Service, You agree to provide true, accurate, current, and complete information about an asset and liability when required by Us. Further, You agree to notify Us of any changes to such information within a reasonable period of time;

b) You agree to inform Us, through Direct Services, of the External Account, asset, or liability they wish to link or add to the PFM Service, including the modification or removal of any linked or added External Account, asset, or liability;

c) We and the PFM Service Provider each, individually, have the right, in their sole discretion, to refuse to link or add an External Account, asset, or liability to the PFM Service for any reason, including, but not limited to, inability, cost, or inconvenience of linking or adding the External Account to the PFM Service;

d) We reserve the right to verify the External Account;

e) You must provide authorization to add an asset or liability to the PFM Service;

f) You agree to not link, or add, to the PFM Service an External Account, asset, or liability that is not owned by You;

g) We reserve the right to limit the number of External Accounts, assets, and liabilities that can be linked or added to the PFM Service;

h) You agree that the PFM Service may, from time to time, access the External Account to ensure that the personal financial information on file is current, and to update the personal information on file if it is not, using information retrieved from the External Account. Such access will be at the discretion of the PFM Service provider and will typically occur when You access The Services, but may be more or less frequent; and

i) You acknowledge and agree that any information provided by You about an asset or liability that is not under an External Account or the Account, is provided at Your sole discretion. Further, You agree that it is Your sole responsibility to keep such information current.

31. REMOTE DEPOSITS – If the Financial Institution, through Direct Services, makes the Remote Deposit Service available and You use the Remote Deposit Service, You acknowledge and agree that:

a) solely for the Remote Deposit Service, the Financial Institution appoints You as its agent, to act on Our behalf in the creation and transmission of an Official Image to Us, and any other related duties that may be required by Us, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by Us of the Official Image will have the same effect as if the Instrument was delivered to a branch of the Financial Institution for negotiation and clearing. You acknowledge and agree that this role as agent cannot be further delegated by You. Further, You acknowledge and agree that You shall be personally responsible and liable for:

i) compliance with this Agreement,

ii) maintaining adequate security over any Access Terminal used, the location of use of the Access Terminal, and any passwords so as to prevent use by others or interception of data transmitted,

iii)     ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Bill,

iv) maintaining adequate safeguards and procedures for the preservation of originals of all Eligible Bills transmitted as Official Images, and

v) verifying that deposits expected to be made to the Account reconcile with dates and amounts applicable to transmissions made using the Remote Deposit Service and for providing immediate notice to Us of any errors, omissions, irregularities, or concerns about suspicions of fraudulent Instruments or compromise of the security applicable to the use of the Remote Deposit Service;

b) We may, upon receipt of what reasonably appears to qualify as an Official Image, treat such as an Official Image and, as if it were an original of an Instrument received at a branch of the Financial Institution, subject to the Account Agreement and any of Our policies governing Instruments;

c) the creation of an Official Image will be done using a method authorized by Us, in Our sole discretion, from time to time. Further, You agree to take all proper and necessary precautions to prevent any other person from purporting to create or transmit an Official Image to the credit of Your Account;

d) nothing in this Agreement obliges Us to accept for deposit any item whether it is or purports to be an Official Image. You shall not purport to create or transmit an Official Image of any item that does not qualify as an Eligible Bill or any item that is post-dated, stale-dated, received by You from anyone other than the drawer of that item, or that is in any way altered. If You have any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then You shall not seek to use the Remote Deposit Service for negotiation or collection of that item, but will instead bring the original of that item to the counter of the branch of Account, identify the specific concerns to Us, and fully disclose all material facts known by You relating to that item and fully cooperate with any inquiry or investigation of the concerns;

e) under the Remote Deposit Service, Eligible Bills are restricted to those Instruments in Canadian dollars or United States dollars, drawn on a financial institution domiciled in Canada or the United States, as and if applicable, in Our sole discretion, from time to time. You shall not seek to use the Remote Deposit Service to deposit any Instrument into an Account different than the currency denominated on the Instrument. Canadian dollar Instruments shall only be deposited to a Canadian dollar Account. United States dollar Instruments shall only be deposited to a United States dollar Account. If You use the Remote Deposit Service with an Instrument that does not qualify for this Service, We, at our discretion, may refuse to negotiate that Instrument or seek to collect on the instrument on Your behalf, as though it was a qualifying Instrument but without any liability on Our part for any delay, inability to collect or any issue arising that inhibits or prevents Us from collecting funds on the Instrument;

f) Official Images received through the Remote Deposit Service are subject to number and dollar limits that may change from time to time without prior notice to You;

g) any Transaction made on any day or at any time during which We are not open for business, may be credited to the Account on Our next business day;

h) once an Official Image of an Eligible Bill has been transmitted to Us through the Remote Deposit Service, no further Official Images of that Eligible Bill will be created or transmitted through the Remote Deposit Service (or any other similar service) unless You are requested to do so by Us in writing. Further, You agree to make no further use of the original of an imaged Eligible Bill, and shall safely retain possession of the original of the Eligible Bill without further negotiation, transfer, or delivery to any other person or holder. In addition to all obligations and responsibilities either set forth in this Agreement or elsewhere, You agree to indemnify and hold Us and Our service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of any breach of this Agreement, or any claims arising from or relating to misuse of Official Images or items purporting to be Official Images, or negotiation of Eligible Bills where an Official Image has also been transmitted for collection;

i) on transmission of an Official Image of an Eligible Bill to Us, You are responsible for immediately marking the face of the Eligible Bill with a blatant notation or mark that prevents renegotiation of the Eligible Bill and indicates that the Eligible Bill has been imaged and transmitted, taking care not to obliterate any material particulars of that Eligible Bill. (For example: This can be done by writing “void” or “paid” or placing a diagonal stroke across the face of the item with a pen, or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to Us, or such shorter period as stipulated by Us in writing, You shall retain and produce to Us on written request the original of all imaged Eligible Bills. If You receive a written request to retain or produce, You will comply with the written request, and shall, if requested, produce, by delivering to Us, the original of all specified Eligible Bills within 5 business days of such request. If You fail to comply with the written request made pursuant to this provision, then We can place or continue a hold on or reverse any credit made to the Account in relation to those specified Eligible Bills, even if such creates an overdraft on the Account. If no written request is received within that time, then 120 calendar days after an Official Image has been transmitted to Us through the Remote Deposit Service or such shorter period as stipulated by Us in writing, and provided that You have verified a credit to the Account that reconciles to the Official Image transmitted, You agree to immediately proceed with destruction of the original of the Eligible Bill. Destruction methods include shredding, pulping, burning, or any other means that ensures that the original Instrument cannot be reused;

j) You are responsible for any and all costs associated with obtaining a replacement Instrument in the event that We request that You re-transmit an Official Image in accordance with h) above, and the original Instrument was destroyed in accordance with i) above or otherwise lost;

k) In Our sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to You at Your Contact Info after You use the Remote Deposit Service to transmit an Official Image, including to advise You of the receipt by Us of an Official Image. To receive such electronic notices, You must provide Your Contact Info required by Us;

l) an electronic notice, if any, sent in connection with the Remote Deposit Service is for information purposes only and is no guarantee that the Official Image will be accepted by Us or that the Account will be credited; and

m) We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or if We require You to obtain another Instrument.

32. ONLINE PAYMENT – If the Financial Institution, through The Services, makes the Online Payment Service available and You use the Online Payment Service, You acknowledge and agree that:

a) the Online Payment Service is only available in Canadian dollars from Participating Merchants;

b) Transactions for the Online Payment Service must be initiated by You through the appropriate online payment option available on the website of a Participating Merchant;

c) as soon as You authorize a Transaction through the Online Payment Service, and provided that there are available funds or credit, the amount of the Transaction will be withdrawn from the Account or a hold will be placed in the amount of the Transaction. We will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is held until the Participating Merchant successfully claims the Transaction or the hold is removed;

d) Transactions sent and received through the Online Payment Service are subject to number and dollar limits that may change from time to time without prior notice to You;

e) We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Acxsys Corporation, a Participating Merchant, or a Participating Financial Institution;

f) the Financial Institution, the Participating Financial Institution, and Central 1 are entitled to pay the Transaction amount to anyone who claims to be the Participating Merchant and provides the payment authorization details within 30 minutes of the Transaction being authorized by You;

g) We will not be liable for losses or damages incurred as a result of a person other than the intended Participating Merchant receiving the Transaction amount;

h) if the Participating Merchant cancels, declines, or fails to claim a Transaction that You authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, We cannot guarantee the date or time that the hold on the Transaction amount will be removed;

i) We, Central 1, or Acxsys Corporation may cancel a Transaction once it is authorized but before payment authorization details are sent to the Participating Merchant, if there is reason to believe that a mistake has occurred or that the Transaction is a product of unlawful or fraudulent activity;

j) once payment authorization details have been sent to the Participating Merchant, a Transaction cannot be cancelled. Payment authorization details are sent immediately after a Transaction is authorized by You;

k) all disputes, including requests for refunds, will be handled directly between You and the Participating Merchant without Our participation or any other party. A refund, if any, may be received through Direct Services and Central 1 for credit to the Account, or through such other method the Participating Merchant deems appropriate;

l) We may refuse, in Our sole discretion, to provide the Online Payment Service for You;

m) in Our sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to You at Your Contact Info after You authorize a Transaction, including to advise You that the Account has been debited. To receive an electronic Notification, You must provide Your Contact Info required by Us;

n) an electronic Notification, if any, sent in connection with the Online Payment Service is for information purposes only and is no guarantee that the Participating Merchant will successfully claim the Transaction or that You have successfully purchased the product or service from the Participating Merchant; and

o) We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of using the Online Payment Services, including, but not limited to, a delay in processing a Transaction or a Participating Merchant failing to claim a Transaction.

33. VIEWING CHEQUE IMAGING – The Financial Institution may, in connection with Direct Services, permit You to view and print images of Instruments drawn on the Account and such images may be made available before We have determined whether the Instrument will be honoured or accepted. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not mean that the Transaction has been processed, nor does it in any way oblige Us to honour or accept the Instrument.

34. VIEWING DOCUMENTS – We may, in connection with Direct Services, permit You to view and print images of documents. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not in any way oblige Us to permit You to view and print images of documents.

35. MOBILE PAYMENT SERVICES – The Financial Institution may, in connection with Mobile Payment Services, permit You to perform electronic payments at a POS or ATM using a Mobile Device in conjunction with a Debit Card and PIN, or a virtual Debit Card and Passcode.

36. NATURE AND PURPOSE OF THE DEBIT CARD – You will use the Debit Card only for the purpose of obtaining services as agreed upon between You and Us. On thirty days’ written notice, We may add or remove from the types of uses that are permitted. The issuance of the Debit Card does not amount to a representation or a warranty that any particular type of service is available or shall be available at any time in the future. This Agreement, and the fact that You have the use of the Debit Card, does not give You any credit privileges or any entitlement to overdraw Your Account, except as may be provided by separate agreement with Us.

37. WITHDRAWALS AND DEPOSITS – Unless You have made other arrangements with Us, amounts credited to Your Account as a result of deposits using the Debit Card will not be available for withdrawal until the deposits are verified and negotiable items such as cheques are paid. Withdrawals or transfers effected by the use of the Debit Card will be debited to Your Account at the time they are made. You will not deposit any coins or worthless, counterfeit or fraudulent items to Your Account, into any ATM, or using Your Mobile Device, and will pay to Us any damages, costs or losses suffered by Us as a result of any such deposit.

38. LIABILITY – CONSEQUENCES OF BREACH OF DEBIT CARD SECURITY – Once You have first used the Debit Card, or virtual Debit Card as part of the Mobile Payment Service, You will be liable for all authorized and unauthorized uses of the Debit Card by any person up to Your established daily withdrawal limit (including funds accessible through a line of credit or overdraft privilege), for each day through until the expiry or cancellation of the Debit Card. However, in the event of alteration of Your Account balance due to technical problems, card issuer errors and system malfunctions, You will be liable only to the extent of any benefit You have received, and will be entitled to recover from the Credit Union any direct losses You may have suffered. The Financial Institution will have the discretion to relieve You from liability for unauthorized use of Your Debit Card either through no fault of Your own or in a case where You have inadvertently contributed to the unauthorized use of Your Debit Card. You will co-operate in any investigation. We will not be liable to You for any action or failure to act of a Merchant or refusal by a Merchant to honour the Debit Card, whether or not such failure or refusal is the result of any error or malfunction of a device used to effect or authorize the use of the Debit Card for a POS Transaction. You understand that You must not use Your Debit Card, for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in Your jurisdiction.

39. LOST OR STOLEN DEBIT CARD – COMPROMISE OF PIN OR MOBILE DEVICE – If You become aware that the Debit Card or Your Mobile Device used in conjunction with the Mobile Payment Service is lost or stolen, or that the PIN or Passcode has been made accessible to another person, or if any other person’s biometric gets stored on Your Mobile Device, You will notify Us or Our agent immediately, whereupon the Debit Card will be cancelled, the Mobile Payment Service suspended or the PIN or Passcode changed. The instant such notice is actually received by Us or when We are satisfied that You became the victim of fraud, theft, or coercion by trickery, force or intimidation, Your liability for further use of the Debit Card or Mobile Payment Service will terminate, and You will be entitled to recover from Us any subsequent losses suffered by You through the use of the Debit Card or Mobile Payment Service.

40. PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Debit Card Transaction, or unauthorized Debit Card Transaction, other than a matter related to goods or services provided by Merchants, You will report the issue promptly to Us and we will investigate and respond to the issue on a timely basis. We will not unreasonably restrict You from the use of any funds subject to dispute, provided that it is reasonably evident that You did not contribute to the problem or unauthorized Transaction. We will respond to Your report of a problem or unauthorized Transaction within 10 business days and will indicate what reimbursement, if any, will be made for any loss incurred by me. Reimbursement will be made for losses from a problem or unauthorized use in this time frame provided that on the balance of probabilities it is shown that You did not knowingly contribute to the problem or unauthorized Transaction and that You took reasonable steps to protect the confidentiality of Your PIN or Passcode. An extension of the 10 day limit may be necessary if We require You to provide a written statement or affidavit to aid its investigation.

41. DISPUTE RESOLUTION – If You are not satisfied with Our response, we will provide you, upon request, a written account of Our investigation and the reasons for Our findings. If You are still not satisfied, the issue will be referred to either a dispute resolution service or external mediator, as agreed between You and Us. Neither We nor You will have the right to start court action until 30 days have passed since the issue was first raised with Us. Any dispute related to goods or services supplied in a POS Transaction is strictly between You and the Merchant, and You will raise no defense or claim against Us.

42. FEES – You acknowledge having been advised of, and will pay, the applicable fees now in effect for services available under this Agreement. New or amended fees for Mobile Payment Services will only become effective 30 days after publication by Us.

43. FOREIGN CURRENCY TRANSACTION – If You provide Instructions to conduct a Transaction that is denominated in a currency other than the currency of Your Account, and We accept the Instructions or Transaction, a conversion of currency is required. When a conversion of currency is made We may act as principal with You in converting the currency at rates established or determined by Us, affiliated parties, or through parties with whom We contract for foreign exchange services. In addition to applicable Service Charges, We, Our affiliates and contractors may earn revenue, commissions, or fees on currency conversions. You agree that such revenue, commissions or fees may be included in and charged as part of the exchange rate charged to You. The cost of currency conversion may not be known to You or precisely determinable in advance or until the amount of the Transaction is charged to Your Account. If currency conversions on this basis are not acceptable to You, You agree that You will not transact in foreign currency on Your Account, including withdrawing foreign currency from ATMs, POS Transactions in foreign currency, by use of Direct Services or Mobile Payment Services or delivering any Instrument or processing any Transaction to Us for deposit in a currency other than the currency of Your Account. We agree to convert currency at commercially reasonable rates, including revenue, commissions, and fees charged in respect of the conversion.

When You purchase foreign currency from Us, in branch, the rate of exchange We charge You and any Service Charges You must pay will be disclosed or, alternatively, made available to You on request, at the time of the Transaction.

If You deposit Instruments or process a Transaction denominated in a currency other than the currency of Your Account, and We accept the Instrument or Transaction for deposit, You agree that We may convert the amount of the Instrument or Transaction to the currency of the Account using the Our sell rate for the currency of the Instrument or Transaction in effect at the time the conversion is processed. If We have not established a sell rate for the currency of the Instrument or Transaction in the currency of Your Account, You agree that We may:

a) convert the funds for provisional credit to the currency of the Account using a commercially reasonable rate of exchange available from Third Parties to purchase the currency of the Account using the currency of the Instrument accepted for deposit, or to purchase a currency for which We have a sell rate and then to convert that amount to the currency of the Account at Our sell rate for that currency; and

b) for such Transactions, charge You a conversion fee, up to a maximum of 5% of the value of the Transaction, in addition to any other Service Charges You must pay.

You also agree that if any Instrument or Transaction in a currency other than the currency of Your Account is accepted for deposit, such deposit is provisional and subject to reversal. If any such Transaction must be reversed, the process outlined above for conversion of Your deposits, will apply to conversions undertaken for return of funds, and that You may be charged additional fees, commissions and Service Charges, as part of that conversion. The amount charged to Your Account for return of funds may be different than the amount of the deposit. The risk of loss on such Transactions shall be borne by You without any right of recourse against Us, and without any right to recover any fees charged to You in respect of the original deposit.

When You conduct Transactions with a Mobile Device or at an ATM, or through a POS, in a foreign currency We receive a debit instruction initiated by You and which may be received by Us after processing through one or more international electronic networks that participate in the international payments system (the “Instruction”). The Instruction We receive may ask Us to pay a stipulated amount that may either be denominated in Canadian Dollars or in U.S. Dollars, regardless of the currency of Your Transaction with the Mobile Device, ATM or POS. The Transaction amount between You and Us will be the amount of Your Transaction, plus any fees by the owner of the ATM or POS, plus any revenue, commissions or fees of Third Parties that processed the Transaction or converted the foreign currency before it is received as a debit Instruction by Us. Foreign currency conversion completed by Third Parties occurs at rates that We do not set, and which may include revenue, commissions or fees of those Third Parties. More than one currency conversion may be completed by Third Parties before Your Instruction is received by Us. The amount ultimately charged to Your Account will at a minimum be the amount of the Instruction either in the currency of Your Account or U.S. Dollar value of the Instruction received by Us through the electronic network. If the Transaction is conducted on an Account denominated in Canadian Dollars and the Instruction is received in U.S. Dollars, the amount charged to Your Account will be the amount of the U.S. Dollar Instruction received by Us, converted to Canadian Dollars at Our sell rate for purchase of U.S. Dollars in effect at the time of the conversion. Our services charges and fees for Transactions on Your Account may be added to the Transaction in accordance with Our published service and fee brochure.

Currency conversions will be completed when and at rates in effect when the Transaction is processed by Us which may not be the same rate in effect when We complete Your Transaction.

44. TERMINATION OF AGREEMENT – The Financial Institution remains the owner of the Debit Card and may restrict the use of the Debit Card, or may terminate this Agreement and Your right to use the Debit Card, at any time without notice. You will return the Debit Card to Us or disable the Mobile Payment Service on Your Mobile Device upon request.

45. CARDHOLDER PRIVACY – You acknowledge that We have policies to protect Your privacy and that You may obtain particulars upon request. You hereby consent to the collection and use of Your personal information by Us and Our affiliates to monitor use of financial services, in order to detect fraud, develop needed products and services, and offer members needed services. However, if You have given or hereafter give express consent to the collection, use and further disclosure of Your Personal Information by the Financial Institution in form and content that is more permissive than the consent provided herein, the other form of consent shall govern our relationship. You may withdraw Your consent at any time by contacting the Financial Institution’s Privacy Officer.

46. CODE OF PRACTICE – You understand that the Financial Institution has endorsed the voluntary Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from Us on request or at www.fcac-acfc.gc.ca and We will be guided by the principles of the Code in administering the operation of Debit Card Services.

47. ELIGIBILITY REQUIREMENTS – In order to use the Mobile Payment Service, You must: (a) be an Authorized User on an Account in good standing with Us; (b) have a Mobile Device; and (c) meet any other requirements for the access and use of the Mobile Payment Service that are specified by Us.

48. SOLD OR DISPOSED MOBILE DEVICE – If You intend to sell, give away or dispose of Your Mobile Device, You must first delete the Financial Institution’s Mobile Payment/Mobile Banking application from Your Mobile Device.

49. TERMINATION OR SUSPENSION OF MOBILE PAYMENT SERVICE –You may terminate Your use of the Mobile Payment Service at any time by contacting Us. The Financial Institution may terminate or suspend Your use of the Mobile Payment Service for any reason at any time without notifying You in advance.

50. MOBILE DEVICE SECURITY – You are prohibited from using the Mobile Payment Service on a Mobile Device that You know or suspect has had its security or integrity compromised (e.g., where the Mobile Device has been “rooted” or had its security mechanisms bypassed). You will be solely liable for any losses, damages and expenses incurred as a result of Your use of the Mobile Payment Service on a compromised Mobile Device. You further acknowledge that You will properly maintain the security of Your Mobile Device used in conjunction with the Mobile Payment Service by protecting it with a secure access code or biometric, by knowing its location at all times, and by keeping it up to date with the latest operating system software, security patches and anti-virus and anti-spyware programs. You will not allow other persons to store their biometrics on Your Mobile Device. If You lose Your Mobile Device, You will act promptly to prevent unauthorized use.

51. WARRANTIES AND LIABILITIES – You acknowledge and agree that: (a) We do not warrant the operability or functionality of the Mobile Payment Service or that it will be available to complete a Transaction; (b) We do not warrant that any particular merchant will offer the payment method accessed through the Mobile Payment Service; and (c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event the Mobile Payment Service is unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to the Mobile Payments Service, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of the Mobile Payments Service. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution, its partners and associated service providers.

52. LOCATION-BASED SERVICES (ONLY APPLICABLE IF MOBILE APP IS USED IN CONJUNCTION WITH LOCATION-BASED SERVICES) – You acknowledge that the Mobile Payment Service may be used in conjunction with location based services, and agree that We may collect, transmit, process, display, disclose, maintain or use location based data.

53. USER LICENSING TERMS – You agree that You will not copy, modify, adapt, enhance, translate or create a derivative work of the Mobile Payment Service or any part of the Service. You will not license, sublicense, market or distribute the Mobile Payment Service, or provide any copies to a Third Party. You will not attempt to reverse engineer, decompile, disassemble or make error corrections to any part of the Mobile Payment Service, and You will not use any part of the Mobile Payment Service to gain access to interconnecting software applications to do the same.

54. JURISDICTION – You acknowledge that this Agreement is subject to the laws and jurisdictions as defined by Us, irrespective of where You downloaded or enabled the Mobile Payments Service. You understand that We may monitor and enforce compliance with these terms.

55. RECEIPT OF COPY OF AGREEMENT – You acknowledge the receipt of a true copy of this Agreement or a previous version signed by You upon initiation of the PIN based Debit Card service or Mobile Payment Service and that this Agreement does not require signature by Us. You acknowledge that this Agreement may be amended unilaterally by Us upon thirty (30) days’ notice being published on the Financial Institution’s Website or on Our banking app or by posting notice of the changes to this Agreement in branch and until this Agreement is terminated, the use or continued use of the Debit Card or Mobile Payment Service by You shall be conclusively deemed to be the acceptance by You of any amendments to this Agreement. You also agree to keep this copy of this Agreement for Your own records. You understand You may obtain from any branch of the Financial Institution a copy of any changes to this Agreement or the revised agreement.

56. MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to Your future use of The Services from time to time, for any reason, without any liability to You or any other person. The Financial Institution may provide notice of a change to this Agreement by mailing notice to Your last known address, by posting notice at the Financial Institution’s premises, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the modification to Your attention. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You use these Services after the effective date of an amendment to this Agreement, it will mean that You agree to the amendment and adopt and are bound by the newer version of this Agreement. You must not change, supplement, or amend this Agreement by any means.

57. OTHER AGREEMENTS – SCOPE OF AGREEMENT – This Agreement supplements any prior agreement governing the use of the Debit Card and the PIN or virtual Debit Card and Passcode, but does not replace or supersede any agreement or provision of any agreement relating to any loan, credit facility or the operation of any Account. This Agreement applies to any Account specified herein, as well, to any other account designated by You from time to time for use in connection with the Debit Card or Mobile Payment Service.

In addition to this Agreement, the terms and conditions of the Account Agreement between You and the Financial Institution will apply to The Services and to Transactions made under this Agreement, except as expressly provided otherwise in this Agreement. If there is a conflict between the terms and conditions of the Account Agreement or any other agreements between You and the Financial Institution and the terms and conditions of this Agreement, then the terms and conditions of this Agreement will supercede and apply in respect of The Services. There are no representations or warranties made by Us to You concerning The Services except for the representations, warranties, and obligations of the Financial Institution as expressly set out in this Agreement. Any advice, information, or statements provided by Us, Central 1, or their service providers, agents, or their representatives, whether oral or written, will not create any representation, warranty, or condition or vary or amend this Agreement, including the above liability exclusions, liability limitations, release and indemnity provisions, and You may not rely upon any such advice or information.

58. NOTICES – Any notice required or permitted to be given to the Financial Institution in connection with this Agreement must be in writing and must be addressed and delivered to the Financial Institution at the address or fax number set forth on the Account Agreement. Any notice required or permitted to be given to You in connection with this Agreement may be given to You by delivering a written notice to Your Contact Info, or, except as to confidential financial information specific to You, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, or banking app or by any other means We, acting reasonably, consider appropriate to bring the notice to Your attention. You are deemed to have received any notice sent by Us to Your Contact Info on the earlier of the time and date that You actually receive the notice or 24 hours after We send it, if sent by email, SMS Text or facsimile and 5 days if sent by mail. Notices published on Our Website are deemed published on the day when first published.

59. TERMINATION – This Agreement may be terminated by either the Financial Institution or You on not less than 1 business day’s prior written notice. Any notice of termination shall not release You from any obligations incurred under this Agreement.

60. ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of The Services shall be deemed to be acceptance of these terms and conditions as of the date of first use, or in the case of a modification of this Agreement, acceptance of the modified terms and conditions.

61. APPLICABLE LAW – This Agreement is governed by the laws of the province of the Account, or if more than 1 Account, then the jurisdiction of incorporation of the Financial Institution and the federal laws of Canada applicable therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

62. ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Financial Institution and You and Your heirs, executors, successors, and assigns.

63. PROCEEDS OF CRIME LEGISLATION – You acknowledge that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that We will, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. You agree to abide by and comply with all such laws and procedures.

64. SEVERABILITY – This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then:

a) the offending portion of the provision shall be expunged and the remainder of such provision will be interpreted, construed, or reformed to the extent reasonably required to render the same valid, enforceable, and consistent with the original intent underlying such provision; and

b) such invalidity or unenforceability will not affect any other provision of this Agreement.

65. NO WAIVER – No waiver by Us of any breach of or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. We may, without notice, require strict adherence to the terms and conditions of this Agreement, despite any prior indulgence granted to or acquiesced in by Us.

66. CHOICE OF LANGUAGE – It is the express wish of the parties that this Agreement and any related documents be drawn up and if execution is required, to be executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.


PFM SCHEDULE FOR CONSENT AND DISCLOSURE FOR PFM SERVICE (“PFM Special Terms”)

1. ACCEPTANCE OF PFM SERVICE SPECIAL TERMS – You acknowledge Your acceptance of these PFM Special Terms such that they form and are part of this Agreement — Personal Accounts (the “Agreement”). The Financial Institution does not offer Direct Services for Personal Accounts other than in accordance with these terms and conditions.

If there is more than one Depositor in respect of the Account, or multiple holders of the External Account, You expressly accepting these terms hereby warrants and represent to the Financial Institution that such Depositor has the lawful, express, and actual authority of all other Depositors on the Account, or holders of the External Account, and each of them:

i) to consent to the use of all and each of Your personal information for purposes of the provision and use of PFM Services; and

ii) to acknowledge, accept and agree to be bound by the terms of the Agreement and these PFM Special Terms, including Schedule I to the PFM Special Terms, so as to form a valid and binding agreement as between all of You and the Financial Institution.

You expressly accepting these terms do so on behalf of all persons being the Depositor and understand that these representations and warranties, and acceptance of these terms, will be relied upon by Us in providing PFM Services. You expressly accepting these terms understand that if these representations and warranties are untrue it may cause loss, harm and damage to Us for which the Depositor is responsible. You expressly accepting these terms hereby agree to indemnify and hold Us harmless from any loss, damage, costs, including reasonable legal fees, claims or other harm that may be suffered as a result of Our reliance upon these representations and warranties.

2. PERSONAL FINANCIAL MANAGEMENT ACCOUNT LINKING CONSENT – You understand that the Personal Financial Management tool and account linking service, defined in the Agreement as the “PFM Service”, is being offered through Your Financial Institution in coordination with Central 1 Credit Union (“Central 1”) and by Yodlee Inc. (“Yodlee”) and that it is an express requirement of Yodlee that if You wish to subscribe, access, or use the PFM Service that You must consent to amendments and incorporation of certain terms to the Agreement with the Financial Institution as more particularly set forth in the Mandatory Provisions for Customer Agreement as set forth in the Schedule I below, (the “Mandatory Provisions”). You understand that subscription to the PFM Service, whether by linking Accounts at the Financial Institution alone or with External Accounts at Third Party institutions will require that You share certain otherwise confidential and personal information to engage the PFM Service.

3. PFM DISCLOSURE OF ACCESS CODE AND CONFIDENTIAL INFORMATION TO LINKED ACCOUNTS – You authorize the Financial Institution, Central 1, and their respective agents, representatives, and service providers, (collectively referred to solely for purposes of this PFM Special Terms as the “F.I. Affiliates”) as well as Yodlee, to collect, use, and disclose Your personal information, including Your personal access codes, in order to link the External Accounts to Your Account with the Financial Institution, and periodically access the External Accounts to update Your personal information and to perform data analytics on all linked accounts to present information and reports to You and make available to You and Your Financial Institution, a personal financial management summary of all of Your linked accounts and transactions thereon. Notwithstanding the foregoing, this provision shall not be deemed to in any way diminish Your duties and responsibilities to personally access and review the External Accounts and to otherwise comply with the agreements in place with Third Parties holding those External Accounts, nor shall any right of access to information granted by You pursuant to this Agreement create any obligation on the part of the Financial Institution, Central 1, or the PFM Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account or any External Accounts. You understand that the institutions holding Your External Accounts may prohibit disclosure of Your personal access codes, and that it is Your responsibility to confirm that Your personal access codes can be disclosed to Yodlee for the purpose of linking the External Accounts. This will not be confirmed by Us, the F.I. Affiliates, or Yodlee.

4. PFM SERVICE DISCLAIMER – You confirm that You are permitted to link Your External Accounts, and You accept all risk associated with the linking of Your Financial Institution Account to Your External Accounts, including all risk associated with disclosure of Your personal access codes. You agree and acknowledge that the Financial Institution or any F.I. Affiliate is not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from linking Your Financial Institution Account with Your External Accounts, or arising from disclosure of Your personal access codes for purposes of linking Your External Accounts, to the extent permitted by law, subject to the Financial Institution or F.I. Affiliate being liable for the consequences of their own act and that of their representatives.

5. MARKETING CONSENT FOR PFM SERVICE – You understand that if You have previously provided to the Financial Institution a marketing consent to receive promotional offers, then the Financial Institution, and its agents, representatives, and service providers will use the information from Your linked accounts to provide promotional and marketing information to You.

6. UNSUBSCRIBE FROM PFM SERVICE – You can withdraw Your consent for the collection, use, and disclosure of Your personal information at any time by contacting the Financial Institution, at [mailing address] or [telephone number, email address, and website address]. If You withdraw Your consent, the Financial Institution may no longer be able to provide certain services, including, but not necessarily limited to PFM Services. You understand that certain additional integrated services offered by Us may no longer be available.

7. ASSET/LIABILITY CONSENT – YOU UNDERSTAND THAT THE PFM SERVICE CAN KEEP TRACK AND PROVIDE YOU WITH COMPREHENSIVE SPECIFIC ANALYSIS OF YOUR FINANCIAL SITUATION ONLY IF YOU KEEP SUCH INFORMATION COMPLETE AND CURRENT AND THAT IF YOU DO NOT DO SO, THAT THE REPORTS AND ANALYTICS PERFORMED AS PART OF THE PFM SERVICE WILL BE INCOMPLETE AND MAY CONTAIN ERRONEOUS INFORMATION. YOU AUTHORIZE THE FINANCIAL INSTITUTION AND THE F.I. AFFILIATES TO COLLECT, USE, AND DISCLOSE YOUR PERSONAL INFORMATION IN ORDER TO ADD, MODIFY, OR DELETE REFERENCE TO THE ASSET(S) OR LIABILITY(IES) TO YOUR ACCOUNT WITH THE FINANCIAL INSTITUTION, WHETHER IN THE FUTURE OR THE PAST. YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR KEEPING YOUR ASSET AND LIABILITY INFORMATION CURRENT.


SCHEDULE I — MANDATORY PROVISIONS FOR CUSTOMER AGREEMENT

1. PROVIDE ACCURATE INFORMATION – You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

2. PROPRIETARY RIGHTS – You are permitted to use content delivered to you through the PFM Service only on the PFM Service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the PFM Service technology, including, any Java applets associated with the PFM Service.

3. CONTENT YOU PROVIDE – You hereby grant to the Financial Institution and its service providers, including Central 1 and Yodlee Inc. (collectively, “Service Providers”) a license to use any information, data, passwords, materials or other content (collectively, “Your Content”) that you provide through or to the PFM Service for the following purposes:

a) to provide the PFM Service to you;

b) to provide you with access to Your Content through other similar services provided by Yodlee Inc. to other financial institutions; and

c) to provide those other financial institutions with information regarding all of the accounts that you have registered with the PFM Service so that they may use the information to provide or offer additional or complementary services to you (collectively, the “Permitted Purposes”).

The Financial Institution and Service Providers may use, modify, display, distribute and create new material using Your Content for the Permitted Purposes. By submitting Your Content, you automatically agree, or promise that the owner of Your Content has expressly agreed, that, without any particular time limit and without the payment of any fees, the Financial Institution and Service Providers may use Your Content for the Permitted Purposes. As between the Financial Institution and Service Providers, the Financial Institution owns your confidential account information.

4. THIRD PARTY ACCOUNTS – By linking an External Account to the PFM Service, you authorize the Financial Institution and Service Providers, on your behalf, to access the applicable Third Party site to register the account for use by you in connection with the PFM Service and to retrieve data regarding the account for use by you as part of the PFM Service.

For the foregoing purposes, you hereby grant to the Financial Institution and Service Providers a limited power of attorney, and you hereby appoint each of the Financial Institution and Service Providers as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access Third Party sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE FINANCIAL INSTITUTION OR SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM A THIRD PARTY SITE, THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY THAT OWNS OR OPERATES THE THIRD PARTY SITE. You agree that Third Party account providers and site operators will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the PFM Service is not endorsed or sponsored by any Third Party account providers accessible through the PFM Service.

5. DISCLAIMER OF WARRANTIES – YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  • YOUR USE OF THE PFM SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PFM SERVICE IS AT YOUR SOLE RISK. THE PFM SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS EACH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE PFM SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PFM SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  • THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS MAKE NO WARRANTY THAT:i) THE PFM SERVICE WILL MEET YOUR REQUIREMENTS;
    ii) THE PFM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
    THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PFM SERVICE WILL BE ACCURATE OR RELIABLE;
    iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PFM SERVICE WILL MEET YOUR EXPECTATIONS; OR
    v) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.
  • ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PFM SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FINANCIAL INSTITUTION OR A SERVICE PROVIDER THROUGH OR FROM THE PFM SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

6. LIMITATION OF LIABILITY – YOU AGREE THAT NEITHER THE FINANCIAL INSTITUTION NOR ANY SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY LOSS, DAMAGE OR OTHER HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:

i) THE USE OR THE INABILITY TO USE THE PFM SERVICE;

ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES;

iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PFM SERVICE

iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

v) STATEMENTS OR CONDUCT OF ANYONE ON THE PFM SERVICE;

vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR

vii) ANY OTHER MATTER RELATING TO THE PFM SERVICE.

7. INDEMNIFICATION – You agree to protect and fully compensate the Financial Institution and each Service Provider and their affiliates from any and all Third Party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from your use of the PFM Service, your violation of these terms or any infringement, by you or any other user of your account, of any intellectual property or other right of anyone.

8. YODLEE – You agree that each Service Provider is a Third Party beneficiary of the above provisions, with all rights to enforce such provisions as if the Service Provider were a party to this Agreement.

Direct Services Agreement (Small Business)

This agreement (the “Agreement”) outlines the terms and conditions governing Your use of Direct Services for Small Business (defined below) and Mobile Payment Services for Small Business (defined below). The Financial Institution does not offer Direct Services for Small Business or Mobile Payment Services for Small Business other than in accordance with these terms and conditions. By requesting and using Direct Services for Small Business or Mobile Payment Services for Small Business, You acknowledge Your acceptance of these terms and conditions.

In consideration of the Financial Institution providing access to any of Your Accounts using Direct Services for Small Business or Mobile Payment Services for Small Business, You agree as follows:

  1. DEFINITIONS AND INTERPRETATION – This Agreement is intended to be interpreted in accordance with its plain English meaning. Except where otherwise indicated, capitalized terms are used in accordance with the definitions set out in the Canadian Code of Practice for Consumer Debit Card Services. Any defined term used in this Agreement, defined in the singular, is deemed to include the plural and vice versa.“Access Terminal” means any device used to access any of Your Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone or Mobile Device.“Account” means any of Your accounts or subaccounts (if applicable) that You may have now or in the future, at the Financial Institution.“Account Agreement” means the agreement for the operation of the Account.“ATM” means an automated teller machine.“Biller” means a person who uses the EDP Services to deliver bills and invoices to their customers electronically.“Central 1” means Central 1 Credit Union.“Contaminant” means a computer virus, worm, lock, mole, time bomb, Trojan horse, rootkit, spyware, keystroke logger, or any other malicious code or instruction which may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware.

    “Debit Card” means a card issued by Us that allows the holder of the card to deposit cash and Instruments or withdraw cash from the Account through an ATM, authorize Transactions on the Account through an ATM, and that operates like an Instrument to purchase goods and services from Merchants or that can be used with Mobile Payment Services for Small Business. A virtual Debit Card is the electronic equivalent of a Debit Card when used with Mobile Payment Services for Small Business. All references to “Debit Card” in this Agreement include a virtual Debit Card registered for use with the Mobile Payment Services for Small Business.

    “Delegate” means an Initiator Delegate or a Read Only Delegate, as applicable.

    “Depositor” or “You” or “Your”means the customer or member of the Financial Institution who holds the Account with the Financial Institution authorized by Us for Direct Services for Small Business or Mobile Payment Services for Small Business.

    “Direct Services for Small Business” means the services offered by Us from time to time that let a Signing Officer access the Account using an Access Terminal; that let any Read Only Delegate view the Account using an Access Terminal; and that let any Initiator Delegate or Non Signer view the Account and start Transactions on the Account using an Access Terminal. However, Direct Services for Small Business do not include card services such as Debit Cards, including those provided by a Third Party.

    “EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epost™) that facilitates the delivery of bills and invoices from Billers to their customers using Direct Services for Small Business.

    “Eligible Bill” means a bill that is of a class specified by a by-law, a Rule, or a standard made under the Canadian Payments Act, and defined therein as an ‘eligible bill’. For greater certainty, under this Agreement, an Eligible Bill supporting an Official Image, must be a paper-based Instrument, complete and regular on its face, immediately payable to You as payee, and be either a cheque, bank draft, or credit union official cheque, denominated in Canadian Dollars or US Dollars and drawn on a financial institution domiciled in Canada, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to You with the payee in blank or endorsed over to You and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to You from anyone other than the drawer, endorsed over to You, or altered after being drawn shall not qualify as an Eligible Bill.

    “EMT Answer” means the word or phrase created by the sender of a money transfer and used by the recipient to claim or decline the money transfer using EMT Services.

    “EMT Contact Information” means the electronic contact information, including without limitation an email address or telephone number, used in sending and receiving of a money transfer using EMT Services.

    “EMT Notice” means the electronic notice sent to the recipient of a money transfer, when such money transfer is sent using EMT Services. The EMT Notice may be read by using an Access Terminal.

    “EMT Services” means the money transfer service provided by Acxsys Corporation that facilitates the sending and receiving of money transfers (using including without limitation email or telephone) through Direct Services for Small Business to and from Participating Financial Institutions, and the Acxsys Corporation payment service.

    “External Account” means an account held at another Canadian financial institution; an Investment Industry Regulatory Organization of Canada registrant; a card issuer; or an entity eligible for membership with Payments Canada, being an account in Your name or on which You have the authority to independently authorize Transactions.

    “Financial Institution” or “We” or “Us” or “Our” means the financial institution holding Your Account set out in the Account Agreement.

    “Initiator Delegate” means a person authorized by a Signing Officer through Direct Services for Small Business to start Transactions on the Account and to view the Account using an Access Terminal. An Initiator Delegate does not include a Read Only Delegate, a Non Signer, or a Signing Officer.

    “Instrument” means a cheque, promissory note, bill of exchange, order for payment, securities, cash, coupon, note, clearing item, credit card slip for processing, other negotiable instrument, or item of deposit or withdrawal of a similar nature and its electronic equivalent, including electronic debit instructions.

    “Merchant” means a person that sells goods or services to You and who receives payment through either Direct Services for Small Business or Mobile Payment Services for Small Business.

    “Mobile Device” means a mobile device such as and including a computer, a portable hand-held device, or a telephone, including any form of mobile telephone that is capable of being used in connection with Mobile Payment Services for Small Business.

    “Mobile Payment Services for Small Business” means those electronic payment services that can be performed with a Debit Card and PIN or a virtual Debit Card and Passcode using a Mobile Device that allows You to perform Point of Sale Transactions using a Mobile Device.

    “Mobile Payment Transaction” means a Transaction made using Mobile Payment Services for Small Business.

    “Non Signer” means a person authorized by You through any other channel except through Direct Services for Small Business to start Transactions on the Account and to view the Account using an Access Terminal. A Non Signer does not include an Initiator Delegate, a Read Only Delegate, or a Signing Officer.

    “Notification” means a written notice generated by or on behalf of the Financial Institution that provides, to You, notice of a pending or completed Transaction or a summary of the balance of the Account, including notices issued by email or SMS text messages to any of Your Contact Info.

    “Official Image” means an electronic image of an Eligible Bill, either created in accordance with the provisions of this Agreement or that otherwise complies with the requirements to permit negotiation and clearing of that Eligible Bill in accordance with the by-laws, standards, and Rules of Payments Canada.

    “Online Payment Service” means the online payment service provided by Acxsys Corporation (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services for Small Business and Acxsys Corporation to Participating Financial Institutions for the purchase of goods and services from Participating Merchants.

    “PAC” means the personal access code or word used with Direct Services for Small Business to access an Account.

    “PAD” means a Preauthorized Debit.

    “Participating Financial Institution” means a financial institution participating in EMT Services or Online Payment Services, as the case may be.

    “Participating Merchant” means a Merchant that offers the Online Payment Service as an online payment option on the Merchant’s website.

    “Passcode” means the numerical code selected by the Debit Card holder to authorize certain Mobile Payment Transactions.

    “PIN” means a secret code intended for the sole use of a cardholder. The PIN is used in conjunction with a Debit Card to confirm the identity of the cardholder and to authorize Debit Card Transactions. If any Access Terminal or Mobile Device is accessible with a biometric substitute for a PIN (such as a finger print or iris scan), then in this Agreement, PIN includes such biometric.

    “PFM Service” means the financial management service provided by a Third Party PFM Service provider, Yodlee, Inc., which may be accessed through Direct Services for Small Business, that allows You or a Signing Officer to consolidate management of the Account with management of External Accounts or other financial information, assets, and liabilities outside the Financial Institution, linked to Direct Services for Small Business through the PFM Service provider or input by You or a Signing Officer, and such other financial management services as may be offered from time to time by the PFM Service provider or the Financial Institution.

    “PIW” means the personal identification word used in connection with Remote Instructions.

    “POS” means Point of Sale, being an electronic terminal used by cardholders to pay for goods or services at a retail or service outlet.

    “POS Transaction” means the use of the Debit Card to conduct a contact Transaction with its associated PIN or a contactless Transaction without the Debit Card’s associated PIN or using a Mobile Device for purposes permitted by Us, including but not limited to: a) the transfer of funds from Your Account to purchase or lease goods or services from a Merchant; b) the transfer of funds from Your Account to obtain a voucher, chit, scrip, token or other thing that may be exchanged for goods, services or money; or c) the transfer of funds into Your Account from an account of a Merchant (e.g., a refund).

    “Preauthorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with Your written request.

    “Read Only Delegate” means a person authorized by a Signing Officer through Direct Services for Small Business to view the Account using an Access Terminal. A Read Only Delegate does not include an Initiator Delegate, a Non Signer, or a Signing Officer.

    “Remote Deposit Service” means the remote deposit capture service provided by Us and Central 1, and accessed through Direct Services for Small Business, that allows You or a Signing Officer, Delegate, or Non Signer, using an Access Terminal and any other means authorized by Us in Our sole discretion from time to time, to create, transmit, and receive to the benefit of the Financial Institution an Official Image for deposit to the Account.

    “Remote Instructions” means instructions given to the Financial Institution with respect to the operation of the Account from a remote location, using a computer, a Mobile Device, fax, via the Financial Institution’s online banking system, email, SMS text message transmission, or other remote communication acceptable to the Financial Institution to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

    “Retail Direct Services” means the services offered by Us from time to time that let You access the Account using an Access Terminal. However, Retail Direct Services do not include card services such as Debit Cards and debit cards provided by a Third Party.

    “Rules” means the published rules and standards of Payments Canada as amended from time to time.

    “The Services” means, when used in this Agreement, Direct Services for Small Business and Mobile Payment Services for Small Business, without differentiation.

    “Signing Officer” means any person authorized by You (or in the case of an unincorporated association, by the association) through any other channel except through Direct Services for Small Business, to sign Instruments or provide other orders for payments of money (either alone or with another person) on the Account, or to provide Remote Instructions or authorize other Transactions on the Account and for whom notice of such authorization has been given to the Financial Institution. A Signing Officer does not include an Initiator Delegate, a Read Only Delegate, or a Non Signer.

    “Small Business” means any customer or member of the Financial Institution carrying on commercial activity through their account with the Financial Institution, including, but not limited to, a sole proprietorship, partnership, corporation, society, holding corporation, joint venture, association, or other business organization.

    “Third Party” means any person, firm, corporation, association, organization, or entity other than the Financial Institution or Central 1.

    “Transaction” means any transaction processed to or from the Account.

    “Transaction Record” means a paper Transaction record dispensed mechanically, or written notification generated by or on behalf of Us, or notice of a pending or completed Transaction or a summary of the balance of Your Account, including notifications issued by email or SMS text message to You or available as an Account Statement or balance of account when You use a Mobile Device or other Access Terminal.

    “Upgrade” means the process whereby You as a customer of the Financial Institution, are irrevocably transitioned from Retail Direct Services to Direct Services for Small Business as set out in article 3, Upgrading, of this Agreement.

    “Your Contact Info” means any of the contact information, including, without limitation, postal address, email address, fax number, or telephone number provided by You and accepted by Us, through which the Financial Institution can give You written notice.

  2. PERSONAL INFORMATION – You agree that We may collect, use, and disclose Your and each Signing Officer’s, Delegate’s, and Non Signer’s personal information in order to provide financial services and products to You, to verify or determine Your identity and each Signing Officer’s, Delegate’s, or Non Signer’s identity, and to comply with legal and regulatory requirements, all in accordance with this Agreement and the privacy policies of the Financial Institution. We may obtain, collect, use, and release confidential Depositor information as permitted or required by law or in a court proceeding or with Your consent or as necessary to process Transactions. If You subscribe for PFM Services, special terms and conditions will also apply, as more particularly set forth in the PFM Schedule for Consent and Disclosure for PFM Service (“PFM Special Terms”) attached to and forming part of this Agreement.
  3. UPGRADING – You may request an Upgrade. For purposes of an Upgrade request, each individual who constitutes the Depositor under the agreement for Retail Direct Services is considered a required Signing Officer for purposes of acceptance of the Upgrade, and You agree to ensure that each such individual agrees to the Upgrade and accepts the terms of this Agreement before initiating the Upgrade request. Implementation of an Upgrade is subject to the approval of the Financial Institution.We may rely on Your Upgrade request when evidenced by a single Signing Officer and treat such Upgrade request as binding on You. If We then implement the Upgrade, this Agreement is deemed to be accepted by and binding on You. If multiple individuals constitute the Depositor, this Agreement will be deemed provisionally accepted until all individuals who constitute the Depositor under the agreement for Retail Direct Services provide evidence of their acceptance of this Agreement to the Financial Institution (“Provisionally Accepted”). You agree to ensure that all such individuals provide timely evidence of their acceptance of this Agreement to Us.While this Agreement is Provisionally Accepted, one of the following states will apply:
    1. if Transactions under Direct Services for Small Business require two Signing Officers to authorize, a Signing Officer who has provided evidence of acceptance of this Agreement can view the Account using an Access Terminal, but cannot use Direct Services for Small Business as set out in this Agreement until at least one other required Signing Officer has evidenced their acceptance of this Agreement to Us; or
    2. if Transactions under Direct Services for Small Business require one Signing Officer to authorize, a Signing Officer who has provided evidence of acceptance of this Agreement can use Direct Services for Small Business as set out in this Agreement.

    In addition, when this Agreement is Provisionally Accepted, and only if the Financial Institution offers the PFM Service, as it is defined in the agreement for Retail Direct Services, the special terms and conditions regarding the PFM Service, as set out in the agreement for Retail Direct Services will continue to apply. Further, data concerning Transactions, if any, authorized under Direct Services for Small Business will be sent to the Third Party PFM Service provider, Yodlee Inc., in the same manner as data for transactions authorized under Retail Direct Services.

    When evidence of this Agreement being accepted by the required number of Signing Officers has been provided to Us, this Agreement will no longer be Provisionally Accepted, the Upgrade will be complete, and this article 3, Upgrading, will no longer apply. We may, in Our sole discretion, revert to the pre-Upgrade status if evidence of acceptance of this Agreement by all required Signing Officers is not provided in a timely manner as required.

  4. USE OF SERVICES – You may use or authorize the use of The Services to access any permitted Account and to authorize such Transactions as may be permitted by Us from time to time, commencing upon the day this Agreement is accepted by You and Your request for The Services is approved by Us. You may authorize the use of The Services for a Non Signer to access the Account and to start such Transactions as may be permitted by Us from time to time. We may, from time to time, add to or delete from the types of use permitted and services offered.In connection with The Services, You agree, and shall ensure that each Signing Officer agrees, to provide true, accurate, current, and complete information about You, the Account, and any External Account when required by Us. Further, You agree, and shall ensure that each Signing Officer agrees, to notify Us of any changes to such information within a reasonable period of time.
  5. DELEGATES AND NON SIGNERS – In this Agreement, Your responsibilities to Us are to be performed by a Signing Officer and his or her Delegates. You authorize each Signing Officer to use The Services and to appoint Delegates. A Signing Officer can authorize a person to act as his or her Delegate on the Account through The Services only. If appointed, the Delegate must be specifically authorized as either a Read Only Delegate or an Initiator Delegate.You acknowledge that We disclaim liability and are not responsible for the actions or omissions of Signing Officers, Non Signers, and Delegates, or for determining the adequacy of their authority, and that it is Your exclusive obligation to verify the identity of each such person at the time of his or her appointment by You.Further, You acknowledge that We disclaim liability and are not responsible to maintain in Our records any identifying information on each Delegate and that You are solely responsible for ensuring that each Delegate has access to the Account.You acknowledge that Delegates and Non Signers have no rights to authorize Transactions on the Account.A Delegate or a Non Signer can request through The Services that We cease printing or mailing statements of the Account to You.All Transactions started by an Initiator Delegate must have the authorization of a Signing Officer before being completed.All Transactions started by a Non Signer must have the authorization of a Signing Officer before being completed.At Our request, You must provide full and current particulars of the identities of any and all Signing Officers, Delegates, and Non Signers who have any rights of access to any Accounts pursuant to The Services.
  6. SERVICE CHARGES AND FEES – You will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party through Your initiation of a Transaction. You will pay the service charges that We establish from time to time for The Services, including, without limitation, service charges for providing records regarding You that We are legally required to provide. You acknowledge receipt of a schedule of Our charges for The Services in effect at the time of acceptance of this Agreement. We may, from time to time, increase or decrease the service charges for The Services and provide notice of such changes by sending a notice to Your Contact Info, by posting notice at Our premises or on the Financial Institution’s website, by personal delivery, or by any other means We, acting reasonably, consider appropriate to bring the change to Your attention. Current service charges for The Services may be obtained by contacting Us or through the Financial Institution’s website. You are responsible for determining the then current service charges for The Services You request, in advance of using The Services. By requesting The Services, You acknowledge Your agreement to pay service charges for The Services as requested as then in effect. The Financial Institution can deduct such obligations from Your Account (or other Accounts belonging to You with Us), when The Services are requested or performed. New or amended service charges and fees will become effective on the stated effective date following publication, when The Services are requested or performed, or when incurred, and in any event, no later than 30 days after publication by Us.
  7. AVAILABILITY OF THE SERVICES – You acknowledge that the availability of The Services depends on telecommunications systems, computer hardware and software, and other equipment, including equipment belonging to the Financial Institution, Central 1, and Third Parties and that there is no guarantee or obligation to provide continuous or uninterrupted service. The Financial Institution and Central 1 are not liable for any cost, loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that You may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide The Services, or from the malfunction or failure of telecommunication systems, computer hardware or software, or other equipment, or other technical malfunctions or disturbances for any reason whatsoever, nor are the Financial Institution or Central 1 liable for any lost, incomplete, illegible, misdirected, intercepted, or stolen messages, or failed, incomplete, garbled, or delayed transmissions, or online failures (collectively, “Interruption Claims”), even if You have advised Us of such consequences. You release and agree to hold Us and Central 1 harmless from any and all Interruption Claims.
  8. AUTHORIZATION FOR TRANSACTIONS – You acknowledge and agree that:
    1. using the PAC, PIW, PIN, or Passcode to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by You or a Signing Officer in person or as otherwise contemplated or permitted by the Account Agreement;
    2. You will be bound by each such Transaction; and
    3. once the PAC, PIW, PIN, or Passcode has been used to authorize a Transaction, the Transaction cannot be revoked or countermanded.

    You irrevocably authorize and direct Us to debit or credit, as the case may be, the amount of any Transaction to the Account, together with any service charges or fees, authorized using the PAC, PIW, PIN, or Passcode, in person by You or a Signing Officer, or as otherwise contemplated or permitted by the Account Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

  9. CONFIDENTIALITY – We can assign or require You or a Signing Officer to select and use a PAC, PIW, PIN, or Passcode in connection with this Agreement.You agree, and shall ensure that each Signing Officer agrees, to keep the PIW confidential and will only reveal it to authorized Financial Institution agents or officers when required by Us. You agree, and shall ensure that each Signing Officer agrees, not to record the PIW in any format or medium. You and each Signing Officer can change the PIW at any time. You agree, and shall ensure that each Signing Officer agrees, to change the PIW if and when required by Us. You acknowledge, and shall ensure that each Signing Officer acknowledges, that the PIW must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to keep the PAC, PIN, and Passcode confidential. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, not to record the PAC, PIN, and Passcode in any format or medium. You and each Delegate, Non Signer and Signing Officer may change the PAC, PIN, and Passcode at any time. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, to change the PAC, PIN, and Passcode if and when required by Us. You acknowledge, and shall ensure that each Delegate, Non Signer and Signing Officer acknowledges, that the PAC, PIN, and Passcode must be changed if there is a change in the persons authorized to access the Account.You are responsible for all use of the PAC, PIW, PIN, and Passcode and for all Transactions on the Account authorized using The Services.You acknowledge that We may, from time to time, implement additional security measures, and You will comply, and shall ensure that each Delegate, Non Signer and Signing Officer complies, with all instructions and procedures issued by Us in respect of such security measures. You are aware, and shall ensure that each Delegate, Non Signer, and Signing Officer is aware, of the risks of unsolicited email, telephone calls, and SMS text message transmissions from persons purporting to be representatives of the Financial Institution. You agree, and shall ensure that each Delegate, Non Signer, and Signing Officer agrees, not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through Our banking website or banking app or through Our published contact information as shown on the Financial Institution’s website.If You or a Signing Officer discloses the PAC, PIW, PIN, or Passcode to a Third Party, and if We become aware of such disclosure, We may, in Our sole discretion, waive the confidentiality requirements described in this article 9, Confidentiality, but only if such disclosure is to a reputable personal financial management service similar to that described in article 31, Personal Financial Management. Notwithstanding any such waiver, You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that You remain responsible for all use of the PAC, PIW, PIN, or Passcode by the Third Party.You will not select an obvious combination of digits for Your PIN (e.g., address, card number, account number, telephone number, birth date or Social Insurance Number). You understand that the Financial Institution has only disclosed the PIN to You and to no one else, and You will never, under any circumstances, disclose the PIN to any other person. You will not use Your PIN as Your Mobile Device or online access code. You will not keep a written record of the PIN, unless the written record is NOT carried next to the Debit Card and NOT stored on your Mobile Device and is in a form indecipherable to others. You will ensure that the entry of the PIN is always screened with a hand or body.You must treat the Passcode used to authorize any Transactions within Mobile Payment Services for Small Business with the same standard of care and confidentiality as Your PIN.
  10. REMOTE INSTRUCTIONS – You or a Signing Officer may provide Remote Instructions to any branch of the Financial Institution as permitted by Us, online through the Direct Services for Small Business web portal, or through Our telephone banking service, if any. The Remote Instructions may concern the Account maintained at that branch, or concern other Transactions and arrangements conducted at or with that branch.The Financial Institution may, but will not be obliged to, act on Remote Instructions received in Your name along with any requisite PAC and PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to Us by mail and signed by a Signing Officer authorized to operate the Account. Any such Remote Instructions are deemed genuine.The Financial Institution may, in its sole discretion, acting reasonably, delay acting on or refuse to act on any Remote Instruction.A Remote Instruction is deemed received by Us only when actually received and brought to the attention of an authorized officer, agent or processor of the Financial Institution capable of acting upon and implementing the Remote Instruction.Remote Instructions can be transmitted to the Financial Institution at the telephone or fax number or email address provided by Us, or at such other telephone or fax number or email address as We may advise You by notice in writing, or online through the Direct Services for Small Business web portal. Any one Signing Officer may act alone and provide Remote Instructions to the Financial Institution, even if two or more signatures are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as a Signing Officer is in fact a Signing Officer, and can rely upon such, and We may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in Your name will bind You.
  11. VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY US – All Transactions are subject to verification and acceptance by Us and, if not accepted, or if accepted but subsequently determined to be in error or otherwise improper or unauthorized, the Financial Institution may, but is not obliged to, reverse them from the Account. Verification may take place at a date later than the date You authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, ever determines that a credit made to or traced to the Account was made in error or based upon a mistake of fact, or induced through or in any way tainted by fraud or unlawful conduct, We may place a hold on the credit and reverse the credit and any applicable interest.
  12. FINANCIAL INSTITUTION RECORDS – Whether a Transaction Record is issued or not, it is Your responsibility to verify that all Transactions have been properly executed by checking the periodic statement or passbook entries itemizing Transactions and reviewing Your Transaction Records. In the absence of evidence to the contrary, Our records are conclusive for all purposes, including litigation, in respect of any instructions given by You to Us through the use of the Debit Card; the contents of any envelope deposited into Your Account at an ATM; the making of a withdrawal, deposit or transfer through the use of the Debit Card; and any other matter or thing relating to the state of accounts between You and Us. Our records of all Transactions will be deemed to be correct and will be conclusive and binding on You. All Transactions will appear on the regular statements of account for the Account.If You believe or suspect that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, You must give immediate written notice to Us, and in any event, must do so within the shorter of the time provided in the Account Agreement or 45 days from the date of the Transaction.A copy of any fax or email message or other Remote Instructions or the Financial Institution’s notes of any Remote Instructions given by telephone may be entered into evidence in any court proceedings as if it were an original document signed by or on behalf of You. You will not object to the admission of the Financial Institution’s or Central 1’s records as evidence in any legal proceeding on the grounds that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer, and all such records will be conclusive evidence of the Remote Instructions in the absence of documentary recorded evidence to the contrary.
  13. LIABILITY FOR ERRORS AND OMISSIONS – If the Financial Institution makes an error or omission in recording or processing any Transaction, the Financial Institution is only liable for the amount of the error or omission if You have not caused or contributed to the error or omission in any way, have complied with this Agreement and the Account Agreement, and have given written notice to Us within the time provided in the Account Agreement, and to the extent the liability is not otherwise excluded by this Agreement or the Account Agreement.If You have given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will We be liable for any delay, inconvenience, cost, loss, or damage (whether direct, indirect, special, exemplary, or consequential) whatsoever caused by, or arising from, any such error or omission.
  14. EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – We are not responsible for any loss or damage suffered or incurred by You except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case We will not be liable for any indirect, special, consequential, or exemplary damages (including, but not limited to, loss of profits) regardless of the cause of action and even if We have been advised of the possibility of such damages. In no event will We be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by You that is caused by:
    1. the actions of, or any failure to act by, You, a Signing Officer, or any Third Party (and no Third Party will be considered to be acting as an agent for Us unless expressly authorized to do so for that purpose);
    2. the inaccuracies in, or inadequacies of, any information furnished by You to Us, including, but not limited to any failed, duplicative, or erroneous transmission of Remote Instructions;
    3. the failure by Us to perform or fulfill any of Our obligations to You due to any cause beyond Our control; or
    4. forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.
  15. RISKS AND DUTIES – Except for loss caused exclusively by Our gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, You assume all risk of loss due to the use of The Services, including, without limitation, the risk of Third Party fraud and internal fraud of the Depositor. You further agree that You will notify Us immediately:
    1. of any suspected or actual misuse or unauthorized use of the PAC, PIW, PIN, or Passcode;
    2. if the PAC, PIW, PIN, or Passcode becomes known to anyone other than You; or
    3. if You receive Notification of any Transaction affecting the Account that alerts You of Account activity that was not authorized by You.

    You will change the PAC, PIW, PIN, or Passcode if either of the notification requirements above in a) or b) arises.

    The notification requirement above in b) does not apply if You have or a Signing Officer has disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 31, Personal Financial Management, and You are otherwise unaware of suspected or actual misuse or unauthorized use or activity.

    You acknowledge that You are responsible for all use made of the PAC, PIW, PIN, or Passcode and that We are not liable for Your failure to comply with any part of this Agreement. You are liable for all authorized and unauthorized use, including all Transactions. You are also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, You expressly acknowledge and agree that You shall be bound by and liable for any use of the PAC, PIW, PIN, or Passcode by a member of Your or a Signing Officer’s, Delegate’s, or Non Signer’s household whether authorized by You or not.

    You acknowledge that You are liable for all transfers authorized by any Signing Officer to linked accounts. You bear all risk for all such Transactions.

    Where You know of facts that give rise or ought to give rise to suspicion that any Transactions, instructions in respect of the Account, or Instruments deposited to the Account are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to Us or found invalid for any reason, You have a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before negotiating or, alternatively, accessing any funds derived from such Transactions, instructions, or Instruments, and to disclose to the Financial Institution Your suspicion and the facts upon which Your suspicion is based (“Suspicious Circumstances”).

    The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by You, but We do not owe You any obligation to undertake Our own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of Your Accounts pending investigation of any improper use of any Account. Any hold imposed by Us pursuant to any of the terms of this Agreement, or investigation undertaken by Us, is imposed or undertaken by Us at Our sole discretion and for the Financial Institution’s sole benefit.

    Release of a hold by Us is not a confirmation that a Transaction, instruction, or Instrument is in fact good or cleared or not subject to chargeback and may not be relied upon as such by You. If to Our satisfaction any improper use is established, We can withdraw or suspend The Services and operation of the Account without notice.

  16. RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement and the Account Agreement:
    1. if You and each Signing Officer did not reveal the PAC, PIW, PIN, or Passcode to any other person, other than authorized Financial Institution agents or officers when required by Us, or write it down or otherwise record it, and changed the PAC, PIW, PIN, or Passcode when required by this Agreement, You will not be liable for any unauthorized use that occurs after We have received written notice from You that the PAC, PIW, PIN, or Passcode may have become known to someone other than You or the Signing Officers. We will not be considered to have received written notice until the Financial Institution gives You written acknowledgement of receipt of such notice;
    2. if You and each of the Delegates, Non Signers and Signing Officers did not reveal the PAC, PIW, PIN, or Passcode to any other person, other than authorized Financial Institution agents or officers when required by Us, or write it down or otherwise record it, and changed the PAC, PIW, PIN, or Passcode when required by this Agreement, You shall not be liable for any unauthorized use that occurs after We have received written notice from You that the PAC, PIW, PIN, or Passcode may have become known to someone other than You or a Delegate, Non Signer, or Signing Officer. We shall not be considered to have received written notice until We give You written acknowledgement of receipt of such notice; and
    3. We will not otherwise be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in Your name whether or not You or a Signing Officer actually gave the Remote Instructions. We will not be liable for any damages or other liabilities that You may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made by You or a Non Signer through Direct Services for Small Business whether or not You, the Delegate, or the Non Signer actually gave the Remote Instructions.
  17. DISPUTE RESOLUTION – PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Transaction or an unauthorized Transaction in relation to The Services, You will report the issue immediately to the Financial Institution. We will investigate and respond to the issue in a timely way. We will not unreasonably restrict You from the use of the Account subject to dispute, as long as it is reasonably evident that You or a Signing Officer did not cause or contribute to the problem or unauthorized Transaction, have fully cooperated with the investigation, and have complied with this Agreement and the Account Agreement. We will respond to reports of a problem or unauthorized Transaction within 10 business days and will, within a reasonable period of time thereafter, indicate what reimbursement, if any, will be made for any loss incurred by You. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that You have complied with this Agreement and the Account Agreement and on the balance of probabilities it is shown that You and each Signing Officer took all reasonable and required steps to:
    1. protect the confidentiality of the PAC, PIW, PIN, or Passcode as required by this Agreement and the Account Agreement;
    2. use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; and
    3. act immediately, upon receiving a Notification of, or becoming aware of, an unauthorized Transaction, to mitigate against further loss and report the issue to the Financial Institution.
  18. ACCESS TERMINAL/MOBILE DEVICE SECURITY – If The Services are made available through the Internet or a telephone service provider, You acknowledge that, although the Financial Institution uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission, security is not guaranteed and information is transmitted at Your risk. You acknowledge and shall ensure that any private Access Terminal used by You to access The Services is auto-locked by a password or biometric to prevent unauthorized use of that Access Terminal, has a current anti-Contaminant program and a firewall, and that each Delegate, Non Signer, and Signing Officer acknowledges that it is Your personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. You further acknowledge, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that to reduce the risk of unauthorized access to the Account through the Access Terminal, You will sign out of The Services and, where applicable, close the browser or banking app when finished using it. You further acknowledge, and shall ensure that each Delegate, Non Signer, and Signing Officer acknowledges, that using public or shared computers and certain other Access Terminals, or through an open WiFi or shared Bluetooth portal, to access The Services increases the risk of unauthorized access to the Account, and will take all reasonable precautions to avoid such use or inadvertent disclosure of the PAC, PIW, PIN, or Passcode.
  19. FRAUD PREVENTION AND DETECTION – You agree to maintain appropriate security controls and procedures to prevent and detect thefts of Instruments, or losses due to fraud or forgery involving Instruments, or fraudulent or unauthorized Transactions.You agree to diligently supervise and monitor the conduct and work of all agents and employees having any role in the preparation of Your Instruments or conduct of Transactions, Your reconciliation of the statement of account for the Account, or other banking functions.
  20. LINKS – If The Services are made available through the Internet, the Financial Institution’s website may provide links to other websites, including those of Third Parties who may also provide services to You. You acknowledge that all those other websites and Third Party services are independent from the Financial Institution’s and may be subject to separate agreements that govern their use. The Financial Institution and Central 1 have no liability for those other websites or their contents or the use of Third Party services. Links are provided for convenience only, and You assume all risk resulting from accessing or using such other websites or Third Party services.
  21. THIRD PARTY SERVICES – The Financial Institution and Central 1 may, from time to time, make services provided by Third Parties available through Direct Services for Small Business or the Financial Institution’s website. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that:
    1. the Financial Institution and Central 1 make the services of Third Parties available through Direct Services for Small Business or Our website for Your convenience. The services are provided by the Third Party and not Us or Central 1. Your relationship with the Third Party shall be a separate relationship, independent of the relationship between You, Us, and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
    2. We and Central 1 make no representation or warranty to You with respect to any services provided by a Third Party even though those services may be accessed by You or a Signing Officer, Delegate, or Non Signer through Direct Services for Small Business or Our website;
    3. You assume all risks associated with accessing or using the services of Third Parties;
    4. We and Central 1 have no responsibility or liability to You in respect of services provided by a Third Party;
    5. any dispute that relates to services provided by a Third Party is strictly between You and the Third Party, and You will raise no defence or claim against Us and Central 1; and
    6. the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations may apply to the services provided by Third Parties and that the Third Parties may, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation.
  22. INDEMNITY – You agree to indemnify and hold Us and Our service providers and Central 1 and all of Our and Central 1’s connected parties, including, without limitation, Our and Central 1’s respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of The Services. You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential, incurred by the Indemnified Parties as a result of:
    1. any of the Indemnified Parties making The Services available to You;
    2. any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions;
    3. any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by You and the Non Signer through Direct Services for Small Business;
    4. any Transaction that results in a negative balance in the Account; or
    5. the consequences of any Transaction authorized by You or a Signing Officer.

    This indemnity shall enure to the benefit of the Indemnified Parties and shall be binding upon You and Your successors and assigns and shall survive the termination of this Agreement for any act or omission prior to termination as gives rise to an indemnified claim, even if notice is received after termination.

  23. SERVICES ACKNOWLEDGEMENT – You acknowledge and agree that:
    1. when transfers and bill payments are authorized through Direct Services for Small Business, funds are deemed irrevocably transferred out of the Account and the Transaction cannot be revoked or countermanded by You;
    2. anyone with access to the PAC, PIW, PIN, or Passcode may be able to access The Services and may use the PAC, PIW, PIN, or Passcode to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
    3. We will not be liable in any way to You or any other person for processing or accepting on the Account any Transaction that results in the transfer of money out of the Account or in the payment of bills, even if the money is used for the benefit of a person other than You, or if bills owed by a person other than You are paid;
    4. You will be liable for all Transactions conducted using The Services, including Transactions that benefit a person other than You or that result in the payment of bills owed by a person other than You; and
    5. a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.
  24. NO STATEMENT REQUEST AND ONGOING VERIFICATION OBLIGATIONS – If, at Your request (through You or a Signing Officer, Delegate or Non Signer), We agree to cease printing and mailing statements of account for the Account to You, You acknowledge and agree that:
    1. You will be responsible to obtain (whether from Us or using The Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by no later than the end of the following calendar month (the “Notification Date”), notify Us of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instrument or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account;
    2. notwithstanding any other provision of this Agreement, after the Notification Date (except as to any errors, irregularities, omissions, or unauthorized Transactions of any type of which You have notified Us in writing on or before the Notification Date), You agree that:
      1. the amount of the balances shown on the last day of the calendar month is correct and binding on You subject to Our right to make reversals in accordance with this Agreement and the Account Agreement;
      2. all amounts charged to the Account are valid;
      3. You are not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;
      4. You have verified the validity of any Instruments and instructions; and
      5. the use of any service shown is correct.
      • You acknowledge that:

       

      1. notwithstanding that an Instrument may be provisionally posted to the Account, it is not considered processed until it has been honoured and irrevocably collected by Us and the time for return by any process of law has expired. The credit represented by an Instrument that is not honoured and collected, or is charged back, made in error, or tainted by fraud, may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly; and
      2. notwithstanding that a deposit or other credit may be provisionally posted to the Account, it is not considered processed until it has been verified and accepted by Us. A deposit or other credit that is not verified and accepted may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly.
    3. Despite subsection b) above, if You have authorized PADs to be issued against any of the Accounts, You acknowledge that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and:
      1. where the purpose of the PAD was for payment of consumer goods and services, the time period for making such a claim is 90 calendar days from the date of debiting; and
      2. where the purpose of the PAD was for payment of goods and services related to Your commercial activities, the time period for making such a claim is 10 business days from the date of debiting.

      Claims must be made in writing to Us within the specified time period and in compliance with the Rules, as amended from time to time.

  25. BILL PAYMENTS MADE THROUGH DIRECT SERVICES FOR SMALL BUSINESS – You acknowledge and agree that:
    1. bill payments made through Direct Services for Small Business are not processed immediately and that the time period for processing depends upon a number of factors, including, without limitation, the time when the bill payment is authorized and the internal accounting processes of the bill payment recipient;
    2. it is Your responsibility to ensure that bill payments are authorized in sufficient time for the payment to be received by the bill payment recipient before its due date;
    3. We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of any error, non-payment, or a delay in the processing of bill payments;
    4. if You have made or received a bill payment in error, We may, but are not obliged to, assist You by initiating or processing a “Bill Payment Error Correction Debit”, as defined under the Rules, and if so initiated, You agree to indemnify Us for any direct loss, costs, or damages incurred, and will pay to Us any reasonable service charges or fees related to the provision of the service; and
    5. if We initiate or process a Bill Payment Error Correction Debit affecting Your Accounts or affairs, and if We did so without gross negligence or intent to cause loss or harm, We shall be held harmless for any and all loss, costs, or damages suffered or incurred by You, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.
  26. SERVICES AND THIRD PARTIES – In respect of all The Services and any Third Party services made available by Us, You shall not, and shall ensure that each Delegate, Non Signer, and Signing Officer does not:
    1. use The Services for an illegal, fraudulent, or defamatory purpose; and
    2. take steps, or cause, or permit anything to be done that could undermine the security or integrity of The Services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of The Services or Third Party services).

    If You or the Delegate, Non Signer or Signing Officer breach these provisions, Your participation in The Services or any service provided by Us or a Third Party may be suspended or terminated.

  27. EDP SERVICES – If the Financial Institution through Direct Services for Small Business makes EDP Services available and You use the EDP Services:
    1. You consent to epost™ preparing, using, and disclosing reports relative to the performance and operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or You, and reports that pertain to Your involvement in and use of the EDP Services. You further consent to epost™ disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which You have registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of Your viewing activities;
    2. You acknowledge that epost™ will not respond directly to You with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct You to the Financial Institution or the Biller; and
    3. You acknowledge that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, Your participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.
  28. TRANSFERS WITH EXTERNAL ACCOUNTS – If the Financial Institution through The Services enables You or a Signing Officer to authorize the transfer of funds between the Account and an External Account where You are also the account holder, then:
    1. You agree to inform Us in writing of the External Accounts You wish to link to the Account in a form acceptable to Us;
    2. We reserve the right to refuse to accept the External Account;
    3. You agree to provide Us with the financial institution number, branch address or number, and the account number of the External Account You wish to link to the Account. We reserve the right to verify the External Account. You acknowledge that such verification may require the exchange of personal information of You and any Signing Officer, and You consent, and shall ensure that each Signing Officer consents, to such use and disclosure of personal information;
    4. You and the External Account holder must provide authorization to establish the link between the Account and the External Account;
    5. You agree to not link the Account to an account that is not owned by You;
    6. You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that We, at Our discretion, may limit the type of transfers that can be conducted between the Account and the External Account; specifically, whether Transactions will be in the form of credits to the External Account, debits from the External Account, or both credits to and debits from the External Account;
    7. You may only link an Account denominated in Canadian dollars to an External Account denominated in Canadian dollars, or an Account denominated in U.S. dollars to an External Account denominated in U.S. dollars, and only if the External Account is with a financial institution domiciled in Canada;
    8. We reserve the right to limit: the number of External Accounts that can be linked to the Account; the dollar amount of Transactions to or from the External Account; and the number of Transactions to or from the External Account;
    9. We reserve the right to hold funds on the Transaction amount;
    10. You consent, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to the financial institution that holds the External Account of any personal information provided to Us with respect to Transactions to or from the External Account. You also consent, and shall ensure that each Signing Officer, Delegate, and Non Signer consents, to the disclosure to Us by the financial institution holding the External Account of any personal information provided to such financial institution with respect to Transactions to or from the External Account;
    11. funds usually arrive in Your External Account or Account within three to five business days from the day the Transaction is authorized. We cannot guarantee the date of deposit to the Account or External Account. We and Central 1 will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in the processing of Transactions;
    12. all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and
    13. You agree that for security or risk management purposes and at Our discretion, a nominal sum may be credited to the External Account once per year.
  29. TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services for Small Business enables You or a Signing Officer or Non Signer to link multiple Accounts to a single user name to allow You or a Signing Officer or Non Signer to access the Accounts from a single user name, it will not constitute merging the Accounts. If the Accounts are linked through Direct Services for Small Business, then:
    1. We reserve the right to refuse to accept any Account;
    2. You agree, and shall ensure that each Signing Officer and Non Signer agrees, that We, at Our discretion, may limit the type of Transactions that can be authorized between the Accounts, specifically whether Transactions will be in the form of credits to an Account, debits from an Account, or both credits to and debits from an Account;
    3. We reserve the right to limit: the number of Accounts that can be linked; the dollar amount of Transactions made to or from a linked Account; and the number of Transactions made to or from a linked Account;
    4. the Financial Institution reserves the right to apply a hold on the Transaction amount to a linked Account for a period of time to be determined by Us, during which time the Transaction or portion thereof will not be accessible to You;
    5. You agree, and shall ensure that each Signing Officer and Non Signer agrees, that the Financial Institution cannot guarantee the date of a Transaction to and from a linked Account. The Financial Institution and Central 1 will not be held liable for any cost, expense, loss, damage, or inconvenience of any nature arising as a result of a delay in the processing of Transactions; and
    6. a Transaction will be reversed if the Transaction cannot be delivered or if it is returned for any reason.
  30. EMT SERVICES – If the Financial Institution through Direct Services for Small Business makes EMT Services available and You or a Signing Officer authorizes the use of EMT Services, You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:
    1. the EMT Services are only available in Canadian dollars;
    2. the Account will be debited as soon as You or a Signing Officer authorizes a Transaction, and We may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is debited until the recipient successfully claims the Transaction or the Transaction is cancelled;
    3. Transactions sent and received through the EMT Services are subject to number and dollar limits that may change from time to time without prior notice to You;
    4. We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Acxsys Corporation, or a Participating Financial Institution;
    5. an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after You or a Signing Officer originates or authorizes the Transaction;
    6. as the sender or authorizer, You or a Signing Officer will keep the EMT Answer confidential and will not disclose it or share it with anyone but the intended recipient;
    7. the recipient must correctly provide the EMT Answer to claim or decline the Transaction;
    8. We, the other Participating Financial Institution, and Acxsys Corporation or Acxsys Corporation’s agents are entitled to pay the Transaction amount to anyone who, using the EMT Services, claims to be the recipient and successfully provides the EMT Answer;
    9. We will not be liable for losses or damages incurred as a result of a person other than the intended recipient guessing or obtaining the EMT Answer;
    10. as the sender or authorizer, You or a Signing Officer will not include the EMT Answer in the Transaction details;
    11. as the recipient or receiver, You or a Signing Officer will not disclose the EMT Answer except as required to claim or decline the Transaction;
    12. the recipient may claim a Transaction using Our online banking services or another Participating Financial Institution or through the Acxsys Corporation payment service;
    13. if the recipient declines a Transaction that You initiated, the Transaction will be returned to You;
    14. funds usually arrive in the recipient’s account within three to five business days from the day the recipient successfully claims the Transaction. We cannot guarantee the date of deposit;
    15. if You are the sender, the Transaction will be returned to You if the recipient does not claim the Transaction within 30 days of the date the Transaction is initiated, if the Transaction cannot be successfully sent to the recipient’s EMT Contact Information as provided by You, or if the recipient declines the Transaction. You are responsible for providing the recipient’s correct EMT Contact Information and further agree that the recipient has consented to Your use of the EMT Contact Information for EMT Services purposes, including its provision to Us, the other Participating Financial Institution, and Acxsys Corporation;
    16. if the recipient successfully claims the Transaction using the Acxsys Corporation payment service but provides incorrect account information, Acxsys Corporation or its agent may request correct account information from the recipient or may mail an Instrument to the recipient. We will not pay interest on the Transaction amount;
    17. We may cancel a Transaction if We have reason to believe that a mistake has occurred or if We believe that the Transaction is a product of unlawful or fraudulent activity;
    18. You are responsible for providing valid EMT Contact Information and will immediately update it via Direct Services for Small Business if there are any changes to the EMT Contact Information;
    19. as the sender or authorizer, You or a Signing Officer may cancel a Transaction up to the time the recipient successfully claims the Transaction. As the recipient or receiver, You or a Signing Officer acknowledges that a Transaction may be cancelled up to the time You or a Signing Officer successfully claims the Transaction;
    20. all disputes will be handled directly between the sender and the recipient without the participation of the Financial Institution or any other party;
    21. We may refuse to provide EMT Services for You; and
    22. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of a delay in processing a Transaction or for Transactions claimed by someone other than the intended recipient.
  31. PERSONAL FINANCIAL MANAGEMENT – If the Financial Institution, through Direct Services for Small Business, makes the PFM Service available, You agree, and shall ensure that before permitting each Signing Officer to access and use PFM Services, each Signing Officer agrees, that the terms and conditions in this article 31, Personal Financial Management, govern Your use and each Signing Officer’s use of the PFM Service, and are binding upon You and each Signing Officer. If there is any conflict between this article 31, Personal Financial Management, and the terms and conditions in the rest of this Agreement, then this article 31, Personal Financial Management, will apply in respect of the PFM Service. In addition, if You subscribe for PFM Services, special terms and conditions will also apply, as more particularly set forth in the PFM Special Terms attached to and forming part of this Agreement. If there is any conflict between the PFM Special Terms and the terms and conditions in the rest of this Agreement or in respect of this article 31, then the PFM Special Terms will apply for the PFM Service. Further:
    1. in connection with the PFM Service, You agree, and shall ensure that each Signing Officer agrees, to provide true, accurate, current, and complete information about You, an External Account, an asset and a liability when required by Us. Further, You agree, and shall ensure that each Signing Officer agrees, to notify Us of any changes to such information within a reasonable period of time;
    2. You agree, and shall ensure that each Signing Officer agrees, to inform Us, through the Direct Services for Small Business, of the External Account, asset, or liability You wish to link or add to the PFM Service, including the modification or removal of any linked or added External Account, asset, or liability;
    3. We and the PFM Service provider each, individually, have the right, in Our and the PFM Service provider’s sole discretion, to refuse to link or add an External Account, asset, or liability to the PFM Service for any reason, including, but not limited to, inability, cost, or inconvenience of linking or adding the External Account to the PFM Service;
    4. You agree, and shall ensure that each Signing Officer agrees, to provide Us with the online access credentials (e.g., user name, password, security questions, security question answers) of the External Account that You wish or the Signing Officer wishes to link to the PFM Service, and that the PFM Service provider will store such online access credentials on Your behalf. We reserve the right to verify the External Account;
    5. You or a Signing Officer must provide authorization to establish the link between the PFM Service and the External Account, or to add the asset or liability to the PFM Service;
    6. You agree, and shall ensure that each Signing Officer agrees, to not link, or add, to the PFM Service an External Account, asset, or liability that is not owned by You or a Signing Officer, as the case may be;
    7. We reserve the right to limit the number of External Accounts, assets, and liabilities that can be linked or added to the PFM Service;
    8. You agree, and shall ensure that each Signing Officer agrees, that the PFM Service may, from time to time, access the External Account to ensure that the personal financial information on file is current, and to update the personal financial information on file if it is not, using information retrieved from the External Account. Such access will be at the discretion of the PFM Service provider and will typically occur when You or a Signing Officer accesses The Services, but may be more or less frequent;
    9. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that any information provided by You or a Signing Officer about an asset or liability that is not under an External Account or the Account, is provided at Your sole discretion or the sole discretion of a Signing Officer, as the case may be. Further, You agree, and shall ensure that each Signing Officer agrees, that it is Your or the Signing Officer’s responsibility, as the case may be, to keep such information current;
    10. You agree, and shall ensure that each Signing Officer agrees, to only use content delivered through the PFM Service on the PFM Service. You and each Signing Officer must not copy, reproduce, distribute, or create derivative works from this content. Further, You agree, and shall ensure that each Signing Officer agrees, not to reverse engineer or reverse compile any of the PFM Service technology, including, but not limited to, any Java applets associated with the PFM Service;
    11. You agree, and shall ensure that each Signing Officer agrees, to license to Central 1, its service providers, and the PFM Service provider, any information, data, passwords, materials, or other content (collectively, “Content”) that You or a Signing Officer provides through or to the PFM Service. Central 1 and the PFM Service provider may use, modify, display, distribute, and create new material using such Content to provide the PFM Service to You or a Signing Officer. By submitting Content, You automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Central 1 and the PFM Service provider may use the Content for the purposes set out above. By a Signing Officer submitting Content, You will ensure that Signing Officer agrees, or promises that the owner of such Content has expressly agreed that, without any particular time limit and without the payment of any fees, Central 1 and the PFM Service provider may use the Content for the purposes set out above. As between Central 1 and the PFM Service provider, Central 1 owns Your and each Signing Officer’s confidential account information;
    12. for the purposes of the PFM Service, You hereby grant, and shall ensure that each Signing Officer grants, Central 1 and the PFM Service provider a limited power of attorney, and appoint Central 1 and the PFM Service provider as Your and each Signing Officer’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for You and each Signing Officer, in Your and each Signing Officer’s name, place, and stead, in any and all capacities, to access Third Party Internet sites, servers, or documents, retrieve information, and use Your and each Signing Officer’s information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as You or a Signing Officer might or could do in person. You further acknowledge and agree, and shall ensure that each Signing Officer further acknowledges and agrees, that when Central 1 or the PFM Service provider accesses and retrieves information from Third Party websites, Central 1 and the PFM Service provider are acting as Your or the Signing Officer’s agent, and not the agent of or on behalf of the Third Party. You further agree, and shall ensure that each Signing Officer further agrees, that such Third Parties will be entitled to rely on the foregoing authorization, agency, and limited power of attorney granted by You or a Signing Officer, as the case may be. You further acknowledge and agree, and shall ensure that each Signing Officer further acknowledges and agrees, that the PFM Service is not endorsed or sponsored by any Third Party accessible through the PFM Service. Notwithstanding the foregoing, this provision will not be deemed to in any way diminish Your duties and responsibilities to personally access and review the External Accounts and to otherwise comply with the agreements in place with Third Parties holding those External Accounts, nor will any right of access to information You granted pursuant to this Agreement create any obligation on the part of the Financial Institution, Central 1, or the PFM Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account or any External Accounts;
    13. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that use of the PFM Service and all information, products, and other content (including that of Third Parties) included in or accessible from the PFM Service is at Your or the Signing Officer’s sole risk, as the case may be. The PFM Service is provided on an “as is” and “as available” basis. The Financial Institution, Central 1, and the PFM Service provider expressly disclaim all warranties of any kind as to the PFM Service and all information, products, and other content (including that of Third Parties) included in or accessible from the PFM Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
    14. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that the Financial Institution, Central 1, and the PFM Service provider make no warranty that:
      1. the PFM Service will meet Your or the Signing Officer’s requirements;
      2. the PFM Service will be uninterrupted, timely, secure, or error-free;
      3. the results that may be obtained from the use of the PFM Service will be accurate or reliable;
      4. the quality of any products, services, information, or other material purchased or obtained by You or a Signing Officer through the PFM Service will meet Your or the Signing Officer’s expectations; or
      5. any errors in the technology will be corrected;
    15. You acknowledge and agree, and shall ensure that each Signing Officer acknowledges and agrees, that any material downloaded or otherwise obtained through the use of the PFM Service is done at Your or the Signing Officer’s own discretion and risk and that You or a Signing Officer, as the case may be, is solely responsible for any damage to Your or the Signing Officer’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by You or a Signing Officer from the Financial Institution, Central 1, or the PFM Service provider through or from the PFM Service will create any warranty not expressly stated in this Agreement;
    16. You agree, and shall ensure that each Signing Officer agrees, that none of the Financial Institution, Central 1, or the PFM Service provider, nor any of their affiliates, account providers, or any of their affiliates will be liable for any harms, whether direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Financial Institution, Central 1, or the PFM Service provider has been advised of the possibility of such damages, resulting from:
      1. the use or the inability to use the PFM Service;
      2. the cost of getting substitute goods and services;
      3. any products, data, information, or services purchased or obtained, or messages received or transactions entered into, through or from the PFM Service;
      4. unauthorized access to or alteration of Your or the Signing Officer’s transmissions of data;
      5. statements or conduct of anyone on the PFM Service;
      6. the use, inability to use, unauthorized use, performance or non-performance of any Third Party site, even if the Third Party has been advised previously of the possibility of such damages; or
      7. any other matter relating to the PFM Service;
    17. You agree to protect and fully compensate the Financial Institution, Central 1, and the PFM Service provider and their affiliates from any and all Third Party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney fees) caused by or arising from Your or the Signing Officer’s use of the PFM Service, violation of this article 31, Personal Financial Management, or infringement, or infringement by any other user of the Account, of any intellectual property or other right of anyone; and
    18. You agree, and shall ensure that each Signing Officer agrees, that the PFM Service provider is a Third Party beneficiary of the terms and conditions in this article 31, Personal Financial Management, with all rights to enforce such provisions as if the PFM Service provider were a party to the agreements that You have provided in this article 31, Personal Financial Management.
  32. REMOTE DEPOSITS – If the Financial Institution, through Direct Services for Small Business makes the Remote Deposit Service available and You or a Signing Officer, Delegate or Non Signer use the Remote Deposit Service, You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:
    1. solely for the Remote Deposit Service, the Financial Institution appoints You as its agent, to act on Our behalf in the creation and transmission of an Official Image to Us, and any other related duties that may be required by Us, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by Us of the Official Image will have the same effect as if the Instrument was delivered to a branch of the Financial Institution for negotiation and clearing. You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that You cannot further delegate this role as agent. Further, You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that You and each Signing Officer and Delegate will be personally responsible and liable for:
      1. compliance with this Agreement,
      2. maintaining adequate security over any Access Terminal used, the location of use of the Access Terminal, and any passwords so as to prevent use by others or interception of data transmitted,
      3. ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Bill,
      4. maintaining adequate safeguards and procedures for the preservation of originals of all Eligible Bills transmitted as Official Images, and
      5. verifying that deposits expected to be made to the Account reconcile with dates and amounts applicable to transmissions made using the Remote Deposit Service and for providing immediate notice to Us of any errors, omissions, irregularities, or concerns about suspicions of fraudulent Instruments or compromise of the security applicable to the use of the Remote Deposit Service;
    2. We may, upon receipt of what reasonably appears to qualify as an Official Image, treat such as an Official Image and, as if it were an original of an Instrument received at a branch of the Financial Institution, subject to the Account Agreement and any of Our policies governing Instruments;
    3. the creation of an Official Image will be done using a method authorized by Us, in Our sole discretion, from time to time. Further, You agree to take all proper and necessary precautions to prevent any other person from purporting to create or transmit an Official Image to the credit of Your Account;
    4. nothing in this Agreement obliges Us to accept for deposit any item whether it is or purports to be an Official Image. You shall not purport to create or transmit an Official Image of any item that does not qualify as an Eligible Bill or any item that is post-dated, stale-dated, received by You from anyone other than the drawer of that item, or that is in any way altered. If You, a Signing Officer or a Delegate has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then You, the Signing Officer or the Delegate, as the case may be, shall not seek to use the Remote Deposit Service for negotiation or collection of that item, but You or a Signing Officer, as the case may be, will instead bring the original of that item to the counter of the branch of Account, identify the specific concerns to Us, and fully disclose all material facts known by You, the Signing Officer or the Delegate, as the case may be, relating to that item and fully cooperate with any inquiry or investigation of the concerns;
    5. under the Remote Deposit Service, Eligible Bills are restricted to those Instruments in Canadian dollars or United States dollars, drawn on a financial institution domiciled in Canada or the United States, as and if applicable, in Our sole discretion, from time to time. You shall not seek to use the Remote Deposit Service to deposit any Instrument into an Account different than the currency denominated on the Instrument. Canadian dollar Instruments shall only be deposited to a Canadian dollar Account. United States dollar Instruments shall only be deposited to a United States dollar Account. If You use the Remote Deposit Service with an Instrument that does not qualify for this Service, We, at our discretion, may refuse to negotiate that Instrument or seek to collect on the Instrument on Your behalf, as though it was a qualifying Instrument but without any liability on Our part for any delay, inability to collect or any issue arising that inhibits or prevents Us from collecting funds on the Instrument;
    6. Official Images received through the Remote Deposit Service are subject to number and dollar limits that may change from time to time without prior notice to You;
    7. any Transaction made on any day or at any time during which We are not open for business may be credited to the Account on Our next business day;
    8. once an Official Image of an Eligible Bill has been transmitted to Us through the Remote Deposit Service, no further Official Images of that Eligible Bill will be created or transmitted through the Remote Deposit Service (or any other similar service) unless You are requested to do so by Us in writing. Further, You agree to make no further use of the original of an imaged Eligible Bill, and shall safely retain possession of the original of the Eligible Bill without further negotiation, transfer, or delivery to any other person or holder. In addition to all obligations and responsibilities either set forth in this Agreement or elsewhere, You agree to indemnify and hold Us and Our service providers and Central 1 and all of their connected parties, including, without limitation, their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to Your use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, You will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of any breach of this Agreement, or any claims arising from or relating to misuse of Official Images or items purporting to be Official Images, or negotiation of Eligible Bills where an Official Image has also been transmitted for collection;
    9. on transmission of an Official Image of an Eligible Bill to Us, You are responsible for immediately marking the face of the Eligible Bill with a blatant notation or mark that prevents renegotiation of the Eligible Bill and indicates that the Eligible Bill has been imaged and transmitted, taking care not to obliterate any material particulars of that Eligible Bill. (For example: This can be done by writing “void” or “paid” or placing a diagonal stroke across the face of the item with a pen or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to Us, or such shorter period as stipulated by Us in writing, You shall retain and produce to Us immediately on written request the original of all imaged Eligible Bills. If You receive a written request to retain or produce, You shall comply with the written request, and shall, if requested, produce, by delivering to Us, the original of all specified Eligible Bills within five business days of such request. If You fail to comply with the written request made pursuant to this provision, then We can place or continue a hold on or reverse any credit made to the Account in relation to those specified Eligible Bills, even if such creates an overdraft on the Account. If no written request is received within that time, then 120 calendar days after an Official Image has been transmitted to Us through the Remote Deposit Service or such shorter period as stipulated by Us in writing, and provided that You have verified a credit to the Account that reconciles to the Official Image transmitted, You agree and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, to immediately proceed with destruction of the original of the Eligible Bill. Destruction methods include shredding, pulping, burning, or any other means that ensures that the original Instrument cannot be reused;
    10. You are responsible for any and all costs associated with obtaining a replacement Instrument in the event that We request that You re-transmit an Official Image in accordance with h) above, and the original Instrument was destroyed in accordance with i) above, or otherwise lost;
    11. in Our sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to You at Your Contact Info after You use the Remote Deposit Service to transmit an Official Image, including to advise You of the receipt by Us of an Official Image. To receive such electronic notices, You must provide Your Contact Info required by Us;
    12. an electronic notice, if any, sent in connection with the Remote Deposit Service is for information purposes only and is no guarantee that the Official Image will be accepted by Us or that the Account will be credited; and
    13. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or if We require You to obtain another Instrument.
  33. ONLINE PAYMENT – If the Financial Institution, through The Services, makes the Online Payment Service available and You authorize or a Signing Officer authorizes the use of the Online Payment Service, You acknowledge and agree, and shall ensure that each Signing Officer agrees, that:
    1. if You have previously provided notice to Us that Transactions through The Services require the authorization of more than one Signing Officer, We will not allow You to use the Online Payment Service. For further certainty, You or any Signing Officer, acting alone, can authorize a Transaction through the Online Payment Service;
    2. the Online Payment Service is only available in Canadian dollars from Participating Merchants;
    3. Transactions for the Online Payment Service must be initiated by You or a Signing Officer through the appropriate online payment option available on the website of a Participating Merchant. For further certainty, an Initiator Delegate, Read Only Delegate, or Non Signer cannot use the Online Payment Service;
    4. as soon as You or a Signing Officer authorizes a Transaction through the Online Payment Service, and provided that there are available funds or credit, the amount of the Transaction will be withdrawn from the Account or a hold will be placed in the amount of the Transaction. We will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. We have no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, We are deemed to have a security interest in the Transaction amount from the time the Account is held until the Participating Merchant successfully claims the Transaction or the hold is removed;
    5. Transactions sent and received through the Online Payment Service are subject to number and dollar limits that may change from time to time without prior notice to You;
    6. We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Acxsys Corporation, a Participating Merchant, or a Participating Financial Institution;
    7. the Financial Institution, the Participating Financial Institution, and Central 1 are entitled to pay the Transaction amount to anyone who claims to be the Participating Merchant and provides the payment authorization details within 30 minutes of the Transaction being authorized by You or a Signing Officer;
    8. We will not be liable for losses or damages incurred as a result of a person other than the intended Participating Merchant receiving the Transaction amount;
    9. if the Participating Merchant cancels, declines, or fails to claim a Transaction that You or a Signing Officer authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, We cannot guarantee the date or time that the hold on the Transaction amount will be removed;
    10. We, Central 1, or Acxsys Corporation may cancel a Transaction once it is authorized but before payment authorization details are sent to the Participating Merchant, if there is reason to believe that a mistake has occurred or that the Transaction is a product of unlawful or fraudulent activity;
    11. once payment authorization details have been sent to the Participating Merchant, a Transaction cannot be cancelled. Payment authorization details are sent immediately after a Transaction is authorized by You or a Signing Officer;
    12. all disputes, including requests for refunds, will be handled directly between You or a Signing Officer and the Participating Merchant without Our participation or the participation of any other party. A refund, if any, may be received through Direct Services and Central 1 for credit to the Account, or through such other method the Participating Merchant deems appropriate;
    13. We may refuse, in Our sole discretion, to provide the Online Payment Service for You;
    14. in Our sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to You at Your Contact Info after You or a Signing Officer authorizes a Transaction, including to advise You that the Account has been debited. To receive an electronic Notification, You must provide Your Contact Info required by Us;
    15. an electronic Notification, if any, sent in connection with the Online Payment Service is for information purposes only and is no guarantee that the Participating Merchant will successfully claim the Transaction or that You have successfully purchased the product or service from the Participating Merchant; and
    16. We will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatsoever arising as a result of using the Online Payment Services, including, but not limited to, a delay in processing a Transaction or a Participating Merchant failing to claim a Transaction.
  34. VIEWING CHEQUE IMAGING – The Financial Institution may, in connection with Direct Services for Small Business, permit You, the Non Signer, or a Signing Officer to view and print images of Instruments drawn on the Account and such images may be made available before We have determined whether the Instrument will be honoured or accepted. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not mean that the Transaction has been processed, nor does it in any way oblige Us to honour or accept the Instrument.
  35. VIEWING DOCUMENTS – We may, in connection with Direct Services for Small Business, permit the Delegate, Non Signer, or Signing Officer to view and print images of documents. You acknowledge and agree that such images are made available by Us as a service to You and the provision of such images does not in any way oblige Us to permit the Delegate, Non Signer, and Signing Officer to view and print images of documents.
  36. MOBILE PAYMENT SERVICES FOR SMALL BUSINESS – The Financial Institution may, in connection with Mobile Payment Services for Small Business, permit You to perform electronic payments at a POS or ATM using a Mobile Device in conjunction with a Debit Card and PIN, or a virtual Debit Card and Passcode.
  37. NATURE AND PURPOSE OF THE DEBIT CARD – You will use the Debit Card only for the purpose of obtaining services as agreed upon between You and Us. On 30 days’ written notice, We may add or remove from the types of uses that are permitted. The issuance of the Debit Card does not amount to a representation or a warranty that any particular type of service is available or shall be available at any time in the future. This Agreement, and the fact that You have the use of the Debit Card, does not give You any credit privileges or any entitlement to overdraw Your Account, except as may be provided by separate agreement with Us.
  38. WITHDRAWALS AND DEPOSITS – Unless You have made other arrangements with Us, amounts credited to Your Account as a result of deposits using the Debit Card will not be available for withdrawal until the deposits are verified and negotiable items such as cheques are paid. Withdrawals or transfers effected by the use of the Debit Card will be debited to Your Account at the time they are made. You will not deposit any coins or worthless, counterfeit or fraudulent items to Your Account, into any ATM, or using Your Mobile Device, and will pay to Us any damages, costs or losses suffered by Us as a result of any such deposit.
  39. LIABILITY – CONSEQUENCES OF BREACH OF DEBIT CARD SECURITY – Once You have first used the Debit Card, or virtual Debit Card as part of the Mobile Payment Services for Small Business, You will be liable for all authorized and unauthorized uses of the Debit Card by any person up to Your established daily withdrawal limit (including funds accessible through a line of credit or overdraft privilege), for each day through until the expiry or cancellation of the Debit Card. However, in the event of alteration of Your Account balance due to technical problems, card issuer errors and system malfunctions, You will be liable only to the extent of any benefit You have received, and will be entitled to recover from Central 1 any direct losses You may have suffered. The Financial Institution will have the discretion to relieve You from liability for unauthorized use of Your Debit Card either through no fault of Your own or in a case where You have inadvertently contributed to the unauthorized use of Your Debit Card. You will co-operate in any investigation. We will not be liable to You for any action or failure to act of a Merchant or refusal by a Merchant to honour the Debit Card, whether or not such failure or refusal is the result of any error or malfunction of a device used to effect or authorize the use of the Debit Card for a POS Transaction. You understand that You must not use Your Debit Card, for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in Your jurisdiction.
  40. LOST OR STOLEN DEBIT CARD – COMPROMISE OF PIN OR MOBILE DEVICE – If You become aware that the Debit Card or Your Mobile Device used in conjunction with Mobile Payment Services for Small Business is lost or stolen, or that the PIN or Passcode has been made accessible to another person, or if any other person’s biometric gets stored on Your Mobile Device, You will notify Us or Our agent immediately, whereupon the Debit Card will be cancelled, Mobile Payment Services for Small Business suspended or the PIN or Passcode changed. The instant such notice is actually received by Us or when We are satisfied that You became the victim of fraud, theft, or coercion by trickery, force or intimidation, Your liability for further use of the Debit Card or Mobile Payment Services for Small Business will terminate, and You will be entitled to recover from Us any subsequent losses suffered by You through the use of the Debit Card or Mobile Payment Services for Small Business.
  41. PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Debit Card Transaction, or unauthorized Debit Card Transaction, other than a matter related to goods or services provided by Merchants, You will report the issue promptly to Us and We will investigate and respond to the issue on a timely basis. We will not unreasonably restrict You from the use of any funds subject to dispute, provided that it is reasonably evident that You did not contribute to the problem or unauthorized Transaction. We will respond to Your report of a problem or unauthorized Transaction within 10 business days and will indicate what reimbursement, if any, will be made for any loss incurred by You. Reimbursement will be made for losses from a problem or unauthorized use in this time frame provided that on the balance of probabilities it is shown that You did not knowingly contribute to the problem or unauthorized Transaction and that You took reasonable steps to protect the confidentiality of Your PIN or Passcode. An extension of the 10 day limit may be necessary if We require You to provide a written statement or affidavit to aid Our investigation.
  42. DISPUTE RESOLUTION – If You are not satisfied with Our response, We will provide you, upon request, a written account of Our investigation and the reasons for Our findings. If You are still not satisfied, the issue will be referred to either a dispute resolution service or external mediator, as agreed between You and Us. Neither We nor You will have the right to start court action until 30 days have passed since the issue was first raised with Us. Any dispute related to goods or services supplied in a POS Transaction is strictly between You and the Merchant, and You will raise no defense or claim against Us.
  43. FEES – You acknowledge having been advised of, and will pay, the applicable fees now in effect for services available under this Agreement. New or amended fees for Mobile Payment Services for Small Business will only become effective 30 days after publication by Us.
  44. FOREIGN CURRENCY TRANSACTION – If You provide Instructions to conduct a Transaction that is denominated in a currency other than the currency of Your Account, and We accept the Instructions or Transaction, a conversion of currency is required. When a conversion of currency is made We may act as principal with You in converting the currency at rates established or determined by Us, affiliated parties, or through parties with whom We contract for foreign exchange services. In addition to applicable service charges, We and Our affiliates and contractors may earn revenue, commissions, or fees on currency conversions. You agree that such revenue, commissions or fees may be included in and charged as part of the exchange rate charged to You. The cost of currency conversion may not be known to You or precisely determinable in advance or until the amount of the Transaction is charged to Your Account. If currency conversions on this basis are not acceptable to You, You agree that You will not transact in foreign currency on Your Account, including withdrawing foreign currency from ATMs, POS Transactions in foreign currency, by use of Direct Services or Mobile Payment Services for Small Business or delivering any Instrument or processing any Transaction to Us for deposit in a currency other than the currency of Your Account. We agree to convert currency at commercially reasonable rates, including revenue, commissions, and fees charged in respect of the conversion.When You purchase foreign currency from Us, in branch, the rate of exchange We charge You and any service charges You must pay will be disclosed or, alternatively, made available to You on request, at the time of the Transaction. If You deposit Instruments or process a Transaction denominated in a currency other than the currency of Your Account, and We accept the Instrument or Transaction for deposit, You agree that We may convert the amount of the Instrument or Transaction to the currency of the Account using Our sell rate for the currency of the Instrument or Transaction in effect at the time the conversion is processed. If We have not established a sell rate for the currency of the Instrument or Transaction in the currency of Your Account, You agree that We may:
    1. convert the funds for provisional credit to the currency of the Account using a commercially reasonable rate of exchange available from Third Parties to purchase the currency of the Account using the currency of the Instrument accepted for deposit, or to purchase a currency for which We have a sell rate and then to convert that amount to the currency of the Account at Our sell rate for that currency; and
    2. for such Transactions, charge You a conversion fee, up to a maximum of 5% of the value of the Transaction, in addition to any other service charges You must pay.

    You also agree that if any Instrument or Transaction in a currency other than the currency of Your Account is accepted for deposit, such deposit is provisional and subject to reversal. If any such Transaction must be reversed, the process outlined above for conversion of Your deposits, will apply to conversions undertaken for return of funds, and that You may be charged additional fees, commissions and service charges, as part of that conversion. The amount charged to Your Account for return of funds may be different than the amount of the deposit. The risk of loss on such Transactions shall be borne by You without any right of recourse against Us, and without any right to recover any fees charged to You in respect of the original deposit.

    When You conduct Transactions with a Mobile Device or at an ATM, or through a POS, in a foreign currency We receive a debit instruction initiated by You and which may be received by Us after processing through one or more international electronic networks that participate in the international payments system (the “Instruction”). The Instruction We receive may ask Us to pay a stipulated amount that may either be denominated in Canadian Dollars or in U.S. Dollars, regardless of the currency of Your Transaction with the Mobile Device, ATM or POS. The Transaction amount between You and Us will be the amount of Your Transaction, plus any fees by the owner of the ATM or POS, plus any revenue, commissions or fees of Third Parties that processed the Transaction or converted the foreign currency before it is received as a debit Instruction by Us. Foreign currency conversion completed by Third Parties occurs at rates that We do not set, and which may include revenue, commissions or fees of those Third Parties. More than one currency conversion may be completed by Third Parties before Your Instruction is received by Us. The amount ultimately charged to Your Account will at a minimum be the amount of the Instruction either in the currency of Your Account or U.S. Dollar value of the Instruction received by Us through the electronic network. If the Transaction is conducted on an Account denominated in Canadian Dollars and the Instruction is received in U.S. Dollars, the amount charged to Your Account will be the amount of the U.S. Dollar Instruction received by Us, converted to Canadian Dollars at Our sell rate for purchase of U.S. Dollars in effect at the time of the conversion. Our services charges and fees for Transactions on Your Account may be added to the Transaction in accordance with Our published service and fee brochure.

    Currency conversions will be completed when and at rates in effect when the Transaction is processed by Us which may not be the same rate in effect when We complete Your Transaction.

  45. TERMINATION OF AGREEMENT – The Financial Institution remains the owner of the Debit Card and may restrict the use of the Debit Card, or may terminate this Agreement and Your right to use the Debit Card, at any time without notice. You will return the Debit Card to Us or disable the Mobile Payment Services for Small Business on Your Mobile Device upon request.
  46. CARDHOLDER PRIVACY – You acknowledge that We have policies to protect Your privacy and that You may obtain particulars upon request. You hereby consent to the collection and use of Your personal information by Us and Our affiliates to monitor use of financial services, in order to detect fraud, develop needed products and services, and offer members needed services. However, if You have given or hereafter give express consent to the collection, use and further disclosure of Your Personal Information by the Financial Institution in form and content that is more permissive than the consent provided herein, the other form of consent shall govern our relationship. You may withdraw Your consent at any time by contacting the Financial Institution’s Privacy Officer.
  47. CODE OF PRACTICE – You understand that the Financial Institution has endorsed the voluntary Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from Us on request or at www.fcac-acfc.gc.ca. We will be guided in the exercise of Our discretion by the principles of the Canadian Code of Practice for Consumer Debit Card Services in administering the operation of Debit Card Services, although both You and We acknowledge and agree that it is not binding for purposes of this Agreement.
  48. ELIGIBILITY REQUIREMENTS – In order to use Mobile Payment Services for Small Business, You must: a) be an Authorized User on an Account in good standing with Us; b) have a Mobile Device; and c) meet any other requirements for the access and use of Mobile Payment Services for Small Business that are specified by Us.
  49. SOLD OR DISPOSED MOBILE DEVICE – If You intend to sell, give away or dispose of Your Mobile Device, You must first delete the Financial Institution’s banking app from Your Mobile Device.
  50. TERMINATION OR SUSPENSION OF MOBILE PAYMENT SERVICES FOR SMALL BUSINESS – You may terminate Your use of Mobile Payment Services for Small Business at any time by contacting Us. The Financial Institution may terminate or suspend Your use of Mobile Payment Services for Small Business for any reason at any time without notifying You in advance.
  51. MOBILE DEVICE SECURITY – You are prohibited from using Mobile Payment Services for Small Business on a Mobile Device that You know or suspect has had its security or integrity compromised (e.g., where the Mobile Device has been “rooted” or had its security mechanisms bypassed). You will be solely liable for any losses, damages and expenses incurred as a result of Your use of Mobile Payment Services for Small Business on a compromised Mobile Device. You further acknowledge that You will properly maintain the security of Your Mobile Device used in conjunction with Mobile Payment Services for Small Business by protecting it with a secure access code or biometric, by knowing its location at all times, and by keeping it up to date with the latest operating system software, security patches and anti-virus and anti-spyware programs. You will not allow other persons to store their biometrics on Your Mobile Device. If You lose Your Mobile Device, You will act promptly to prevent unauthorized use.
  52. WARRANTIES AND LIABILITIES – You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.
  53. LOCATION-BASED SERVICES (ONLY APPLICABLE IF MOBILE APP IS USED IN CONJUNCTION WITH LOCATION-BASED SERVICES) – You acknowledge that Mobile Payment Services for Small Business may be used in conjunction with location-based services, and agree that We may collect, transmit, process, display, disclose, maintain or use location-based data.
  54. USER LICENSING TERMS – You agree that You will not copy, modify, adapt, enhance, translate or create a derivative work of Mobile Payment Services for Small Business or any part of The Services. You will not license, sublicense, market or distribute Mobile Payment Services for Small Business, or provide any copies to a Third Party. You will not attempt to reverse engineer, decompile, disassemble or make error corrections to any part of Mobile Payment Services for Small Business, and You will not use any part of Mobile Payment Services for Small Business to gain access to interconnecting software applications to do the same.
  55. JURISDICTION – You acknowledge that this Agreement is subject to the laws and jurisdictions as defined by Us, irrespective of where You downloaded or enabled Mobile Payment Services for Small Business. You understand that We may monitor and enforce compliance with these terms.
  56. RECEIPT OF COPY OF AGREEMENT – You acknowledge the receipt of a true copy of this Agreement or a previous version signed by You upon initiation of the PIN based Debit Card service or Mobile Payment Services for Small Business and that this Agreement does not require signature by Us. You acknowledge that this Agreement may be amended unilaterally by Us upon 30 days’ notice being published on the Financial Institution’s Website or on Our banking app or by posting notice of the changes to this Agreement in branch and until this Agreement is terminated, the use or continued use of the Debit Card or Mobile Payment Services for Small Business by You shall be conclusively deemed to be the acceptance by You of any amendments to this Agreement. You also agree to keep this copy of this Agreement for Your own records. You understand You may obtain from any branch of the Financial Institution a copy of any changes to this Agreement or the revised agreement.
  57. MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to Your future use of The Services from time to time, for any reason, without any liability to You or any other person. The Financial Institution may provide notice of a change to this Agreement by mailing notice to Your last known address, by posting notice at the Financial Institution’s premises, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the modification to Your attention. You are responsible for regularly reviewing the terms and conditions of this Agreement. If You use The Services after the effective date of an amendment to this Agreement, it will mean that You agree to the amendment and adopt and are bound by the newer version of this Agreement. You must not change, supplement, or amend this Agreement by any means.
  58. OTHER AGREEMENTS – SCOPE OF AGREEMENT – This Agreement supplements any prior agreement governing the use of the Debit Card and the PIN or virtual Debit Card and the Passcode, but does not replace or supersede any agreement or provision of any agreement relating to any loan, credit facility or the operation of any Account. This Agreement applies to any Account specified herein, as well, to any other account designated by You from time to time for use in connection with the Debit Card or Mobile Payment Services for Small Business.In addition to this Agreement, the terms and conditions of the Account Agreement between You and the Financial Institution will apply to The Services and to Transactions made under this Agreement, except as expressly provided otherwise in this Agreement. If there is a conflict between the terms and conditions of the Account Agreement or any other agreements between You and the Financial Institution and the terms and conditions of this Agreement, then the terms and conditions of this Agreement will supersede and apply in respect of The Services. There are no representations or warranties made by Us to You concerning The Services except for the representations, warranties, and obligations of the Financial Institution as expressly set out in this Agreement. Any advice, information, or statements provided by Us, Central 1, or Our or Central 1’s service providers, agents, or their representatives, whether oral or written, will not create any representation, warranty, or condition, or vary or amend this Agreement, including the above liability exclusions, liability limitations, release and indemnity provisions, and You may not rely upon any such advice or information.
  59. NOTICES – Any notice required or permitted to be given to the Financial Institution in connection with this Agreement must be in writing and must be addressed and delivered to the Financial Institution at the address or fax number set forth on the Account Agreement. Any notice required or permitted to be given to You in connection with this Agreement may be given to You by delivering a written notice to Your Contact Info, or, except as to confidential financial information specific to You, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website or banking app, or by any other means We, acting reasonably, consider appropriate to bring the notice to Your attention. You are deemed to have received any notice sent by Us to Your Contact Info on the earlier of the time and date that You actually receive the notice or 24 hours after We send it, if sent by email, SMS text message or facsimile and five days if sent by mail.
  60. TERMINATION – This Agreement may be terminated by either the Financial Institution or You on not less than one business day’s prior written notice. Any notice of termination shall not release You from any obligations under this Agreement.
  61. ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of The Services shall be deemed to be acceptance of these terms and conditions as of the date of first use, or in the case of a modification of this Agreement, acceptance of the modified terms and conditions.
  62. APPLICABLE LAW – This Agreement is governed by the laws of the province of the Account, or if more than one Account, then the jurisdiction of incorporation of the Financial Institution and the federal laws of Canada applicable therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
  63. ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Financial Institution and You and Your successors and assigns.
  64. PROCEEDS OF CRIME LEGISLATION – You acknowledge that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that We will, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. You agree, and shall ensure that any Signing Officer, Delegate or Non Signer agrees, to abide by and comply with all such laws and procedures.
  65. SEVERABILITY – This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then:
    1. the offending portion of the provision shall be expunged and the remainder of such provision will be interpreted, construed, or reformed to the extent reasonably required to render the same valid, enforceable, and consistent with the original intent underlying such provision; and
    2. such invalidity or unenforceability will not affect any other provision of this Agreement.
  66. NO WAIVER – No waiver by Us of any breach of or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. We may, without notice, require strict adherence to the terms and conditions of this Agreement, despite any prior indulgence granted to or acquiesced in by Us.
  67. CHOICE OF LANGUAGE – It is the express wish of the parties that this Agreement and any related documents be drawn up and if execution is required, to be executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.

PFM SCHEDULE FOR CONSENT AND DISCLOSURE FOR PFM SERVICE (“PFM SPECIAL TERMS”)

  1. ACCEPTANCE OF PFM SERVICE SPECIAL TERMS – You acknowledge Your acceptance of these PFM Special Terms such that they form and are part of this Agreement — Small Business Accounts (the “Agreement”). The Financial Institution does not offer Direct Services for Small Business Accounts other than in accordance with these terms and conditions.
  2. PERSONAL FINANCIAL MANAGEMENT ACCOUNT LINKING CONSENT – You understand that the Personal Financial Management tool and account linking service, defined in the Agreement as the “PFM Service”, is being offered through Your Financial Institution in coordination with Central 1 Credit Union (“Central 1”) and by Yodlee Inc. (“Yodlee”) and that it is an express requirement of Yodlee that if You wish to subscribe, access, or use the PFM Service that You must consent to amendments and incorporation of certain terms to the Agreement with the Financial Institution as more particularly set forth in the Mandatory Provisions for Customer Agreement as set forth in the Schedule I below, (the “Mandatory Provisions”). You understand that subscription to the PFM Service, whether by linking Accounts at the Financial Institution alone or with External Accounts at Third Party institutions will require that You share certain otherwise confidential and personal information to engage the PFM Service.
  3. PFM DISCLOSURE OF ACCESS CODE AND CONFIDENTIAL INFORMATION TO LINKED ACCOUNTS – You authorize the Financial Institution, Central 1, and their respective agents, representatives, and service providers, (collectively referred to solely for purposes of this PFM Special Terms as the “F.I. Affiliates”) as well as Yodlee, to collect, use, and disclose Your personal information, including Your personal access codes, in order to link the External Accounts to Your Account with the Financial Institution, and periodically access the External Accounts to update Your personal information and to perform data analytics on all linked accounts to present information and reports to You and make available to You and Your Financial Institution a personal financial management summary of all of Your linked accounts and transactions thereon. Notwithstanding the foregoing, this provision shall not be deemed to in any way diminish Your duties and responsibilities to personally access and review the External Accounts and to otherwise comply with the agreements in place with Third Parties holding those External Accounts, nor shall any right of access to information granted by You pursuant to this Agreement create any obligation on the part of the Financial Institution, Central 1, or the PFM Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account or any External Accounts. You understand that the institutions holding Your External Accounts may prohibit disclosure of Your personal access codes, and that it is Your responsibility to confirm that Your personal access codes can be disclosed to Yodlee for the purpose of linking the External Accounts. This will not be confirmed by Us, the F.I. Affiliates, or Yodlee.
  4. PFM SERVICE DISCLAIMER – You confirm that You are permitted to link Your External Accounts, and You accept all risk associated with the linking of Your Financial Institution Account to Your External Accounts, including all risk associated with disclosure of Your personal access codes. You agree and acknowledge that the Financial Institution or any F.I. Affiliate is not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from linking Your Financial Institution Account with Your External Accounts, or arising from disclosure of Your personal access codes for purposes of linking Your External Accounts, to the extent permitted by law, subject to the Financial Institution or F.I. Affiliate being liable for the consequences of their own act and that of their representatives.
  5. MARKETING CONSENT FOR PFM SERVICE – You understand that if You have previously provided to the Financial Institution a marketing consent to receive promotional offers, then the Financial Institution, and its agents, representatives, and service providers will use the information from Your linked accounts to provide promotional and marketing information to You.
  6. UNSUBSCRIBE FROM PFM SERVICE – You can withdraw Your consent for the collection, use, and disclosure of Your personal information at any time by contacting the Financial Institution, at [mailing address] or [telephone number, email address and website address]. If You withdraw Your consent, the Financial Institution may no longer be able to provide certain services, including, but not necessarily limited to PFM Services. You understand that certain additional integrated services offered by the Financial Institution may no longer be available.
  7. ASSET/LIABILITY CONSENT – YOU UNDERSTAND THAT THE PFM SERVICE CAN KEEP TRACK AND PROVIDE YOU WITH COMPREHENSIVE SPECIFIC ANALYSIS OF YOUR FINANCIAL SITUATION ONLY IF YOU KEEPS SUCH INFORMATION COMPLETE AND CURRENT AND THAT IF YOU DO NOT DO SO, THAT THE REPORTS AND ANALYTICS PERFORMED AS PART OF THE PFM SERVICE WILL BE INCOMPLETE AND MAY CONTAIN ERRONEOUS INFORMATION. YOU AUTHORIZE THE FINANCIAL INSTITUTION AND THE F.I. AFFILIATES TO COLLECT, USE, AND DISCLOSE YOUR PERSONAL INFORMATION IN ORDER TO ADD, MODIFY, OR DELETE REFERENCE TO THE ASSET(S) OR LIABILITY(IES) TO YOUR ACCOUNT WITH THE FINANCIAL INSTITUTION, WHETHER IN THE FUTURE OR THE PAST. YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR KEEPING YOUR ASSET AND LIABILITY INFORMATION CURRENT.

SCHEDULE I — MANDATORY PROVISIONS FOR CUSTOMER AGREEMENT

  1. PROVIDE ACCURATE INFORMATION – You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
  2. PROPRIETARY RIGHTS – You are permitted to use content delivered to you through the PFM Service only on the PFM Service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the PFM Service technology, including, any Java applets associated with the PFM Service.
  3. CONTENT YOU PROVIDE – You hereby grant to the Financial Institution and its service providers, including Central 1 and Yodlee Inc. (collectively, “Service Providers”) a license to use any information, data, passwords, materials or other content (collectively, “Your Content”) that you provide through or to the PFM Service for the following purposes:
      1. to provide the PFM Service to you;
      2. to provide you with access to Your Content through other similar services provided by Yodlee Inc. to other financial institutions; and
      3. to provide those other financial institutions with information regarding all of the accounts that you have registered with the PFM Service so that they may use the information to provide or offer additional or complementary services to you (collectively, the “Permitted Purposes”).

    The Financial Institution and Service Providers may use, modify, display, distribute and create new material using Your Content for the Permitted Purposes. By submitting Your Content, you automatically agree, or promise that the owner of Your Content has expressly agreed, that, without any particular time limit and without the payment of any fees, the Financial Institution and Service Providers may use Your Content for the Permitted Purposes. As between the Financial Institution and Service Providers, the Financial Institution owns your confidential account information.

  4. THIRD PARTY ACCOUNTS – By linking an External Account to the PFM Service, you authorize the Financial Institution and Service Providers, on your behalf, to access the applicable Third Party site to register the account for use by you in connection with the PFM Service and to retrieve data regarding the account for use by you as part of the PFM Service.For the foregoing purposes, you hereby grant to the Financial Institution and Service Providers a limited power of attorney, and you hereby appoint each of the Financial Institution and Service Providers as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access Third Party sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE FINANCIAL INSTITUTION OR SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM A THIRD PARTY SITE, THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY THAT OWNS OR OPERATES THE THIRD PARTY SITE. You agree that Third Party account providers and site operators will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the PFM Service is not endorsed or sponsored by any Third Party account providers accessible through the PFM Service.
  5. DISCLAIMER OF WARRANTIES – YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
    1. YOUR USE OF THE PFM SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PFM SERVICE IS AT YOUR SOLE RISK. THE PFM SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS EACH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE PFM SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PFM SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. THE FINANCIAL INSTITUTION AND SERVICE PROVIDERS MAKE NO WARRANTY THAT:
      1. THE PFM SERVICE WILL MEET YOUR REQUIREMENTS;
      2. THE PFM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
      3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PFM SERVICE WILL BE ACCURATE OR RELIABLE;
      4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PFM SERVICE WILL MEET YOUR EXPECTATIONS; OR
      5. ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.
    3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PFM SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FINANCIAL INSTITUTION OR A SERVICE PROVIDER THROUGH OR FROM THE PFM SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
  6. LIMITATION OF LIABILITY – YOU AGREE THAT NEITHER THE FINANCIAL INSTITUTION NOR ANY SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY LOSS, DAMAGE OR OTHER HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM:
    1. THE USE OR THE INABILITY TO USE THE PFM SERVICE;
    2. THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES;
    3. ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PFM SERVICE;
    4. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
    5. STATEMENTS OR CONDUCT OF ANYONE ON THE PFM SERVICE;
    6. THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR
    7. ANY OTHER MATTER RELATING TO THE PFM SERVICE.
  7. INDEMNIFICATION – You agree to protect and fully compensate the Financial Institution and each Service Provider and their affiliates from any and all Third Party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from your use of the PFM Service, your violation of these terms or any infringement, by you or any other user of your Account, of any intellectual property or other right of anyone.
  8. YODLEE – You agree that each Service Provider is a Third Party beneficiary of the above provisions, with all rights to enforce such provisions as if the Service Provider were a party to this Agreement.
GICs

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e-Savings

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