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Personal Contract | MEMBER AND ACCOUNT TERMS AND CONDITIONS  

These terms and conditions govern the Depositor’s use of the Account (defined below). The Financial Institution does not offer the Account other than in accordance with these terms and conditions. By requesting and using the Account, the Depositor acknowledges their acceptance of these terms and conditions.  In consideration of the Financial Institution agreeing to offer and operate the Account, the Depositor agrees as follows. 

1. DEFINITIONS

1.1 INTERPRETATION – Any defined term used in the Account Contract, defined in the singular, is deemed to include the plural and vice versa. 
“Access Terminal” means any device used to access any of the Depositor’s Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone. 
“Account” means any of the Depositor’s accounts or subaccounts (if applicable) that the Depositor may have now or in the future, at the Financial Institution. 
“Account Contract” means all documents, including this Personal Contract (Application, Consents and Terms and Conditions), any other consent or other form submitted by the Depositor in connection with this Personal Contract and any other agreements between the Depositor and the Financial Institution that govern the provision of services related to the Account or the operation of the Account. “ATM” means an automated teller machine. 
“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 the Financial Institution that allows the holder of the card to deposit cash and/or 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. 
“Depositor” means the customer or member of the Financial Institution who holds the Account with the Financial Institution, and in the case of a joint Account means each individual who has signed the Personal Contract Application. 
“Early Redemption” means the withdrawal of a deposit before the Maturity Date or any Renewal of the term. 
“Financial Institution” means the financial institution, named in the Personal Contract Application, where the Depositor holds the Account. 
“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. 
“Mobile Payment Service” means the ability to perform Point-of-Sale Transactions using a Mobile Device. 
“Notice Contact Information” means the contact information, including, without limitation, postal address, email address, fax number, or telephone number, provided by the Depositor to, and accepted by, the Financial Institution, through which the Financial Institution gives written notice to the Depositor in accordance with the Account Contract. 
“Notification” means a written notification generated by or on behalf of the Financial Institution that provides, to the Depositor, notice of a pending or completed Transaction or a summary of the balance of the Account, including notifications issued by email or SMS text messages to any of the Depositor’s Notice Contact Information. 
“Notification Date” means 30 days from an Account statement date (see section 6.3). 
“Overdraft Rate” means the per annum rate of interest, regardless of compounding frequency, designated by the Financial Institution as its “Overdraft Rate” from time to time. 
“PAD” means a Pre-authorized Debit. “Password” means a personal identification number, a personal access code or personal identification word used to access the Account by any means including to conduct a Transaction. 
“Point-of-Sale Transaction” means the use of the Debit Card as may be permitted from time to time by the Financial Institution for: 

a) the transfer of funds from the Account to purchase or lease goods or services from a merchant (the “Merchant”),
b) the transfer of funds from the 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 the Account from an account of a Merchant (e.g., a refund).

“Pre-authorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with a pre-authorized debit agreement entered into by the Depositor. 
“Primary Depositor” means, for joint Accounts, the first Depositor named on the Personal Contract Application. When the Primary Depositor dies, once the Financial Institution is notified of the death, the next Depositor named on the Personal Contract Application will become the Primary Depositor. 
“Prime Lending Rate” is the per annum rate of interest, regardless of interest compounding frequency, designated by the Financial Institution as the
“Prime Lending Rate” from time to time. 
“Remote Instructions” means instructions given to the Financial Institution with respect to the operation of the Account from a remote location using a computer, portable hand-held device, telephone, mobile telephone, fax, via the Financial Institution’s online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution in order to operate the Account or authorize Transactions and make arrangements with the Financial Institution. 
“Renew”/”Renewal” means to re-deposit the amount of a deposit for a successive additional term of the same duration, unless otherwise advised by the Depositor, at an interest rate and Early Redemption rate, if applicable, in effect for similar deposits with the Financial Institution of like term at the date of renewal, which shall be disclosed to the Depositor by the Financial Institution, at least 30 days before the Maturity Date. 
“Survivor” means, for joint Accounts, upon the death of any Depositor, the surviving Depositor(s). 
“Third Party” means any person, firm, corporation, association, organization, or entity other than the Depositor, the Financial Institution or Central 1. 
“Transaction” means any debit or credit transaction processed to or from the Account by any means, including without limitation Point-of-Sale Transactions and transactions originated through an ATM, online, mobile or telephone banking or any other method of Account access that may be made available to the Depositor from time to time. 

2. GENERAL

2.1 USE OF ACCOUNT –a) The Depositor may use and access the Account in accordance with these terms and conditions. The Depositor shall not:i) use the Account for any illegal, fraudulent, or defamatory purpose, orii) take steps, or cause, or permit anything to be done that could undermine the security or integrity of the Account, including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of the Account.b) The Depositor irrevocably authorizes and directs the Financial Institution 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 a Password, in person by the Depositor, or as otherwise contemplated or permitted by these terms and conditions, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

2.2 OTHER SERVICES – 

a) The Financial Institution and Central 1 may, from time to time, make other services available to the Depositor in connection with the Account. The Depositor may be provided with separate terms and conditions in respect of any such other services which will govern the use of such other services, and such separate terms and conditions will form part of the Account Contract.
b) If the Depositor has requested a Debit Card and the Financial Institution has approved such request, the Financial Institution will issue a Debit Card to the Depositor. Use of the Debit Card will be subject to the applicable Debit Card terms and conditions.
c) If the Depositor has requested online banking and the Financial Institution has approved such request, the Financial Institution will issue an online banking Password to the Depositor. The use of the online banking service and Password will be subject to the applicable online banking terms and conditions.
d) All Account services will be offered to the Depositor in the sole discretion of the Financial Institution, and nothing in this Account Contract will oblige the Financial Institution to make any particular Account services available to the Depositor. The issue of a Debit Card or an online banking Password does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

2.3 THIRD PARTY SERVICES – The Financial Institution and Central 1 may, from time to time, make services provided by Third Parties available in connection with the Account. The Depositor acknowledges and agrees that: 

a) the Financial Institution and Central 1 make the services of Third Parties available for the convenience of Depositors. The services are provided by the Third Party and not the Financial Institution or Central 1. The Depositor’s relationship with the Third Party shall be a separate relationship, independent of the relationship between the Depositor and the Financial Institution and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
b) the Financial Institution and Central 1 make no representation or warranty to the Depositor with respect to any services provided by a Third Party even if those services may be accessed by the Depositor through the Financial Institution’s website;
c) the Depositor assumes all risks associated with accessing or using the services of Third Parties;
d) the Financial Institution and Central 1 have no responsibility or liability to the Depositor in respect of services provided by a Third Party;
e) any dispute that relates to services provided by a Third Party is strictly between the Depositor and the Third Party, and the Depositor will raise no defence or claim against the Financial Institution and/or Central 1;
f) the Depositor shall not:i) use any Third Party service made available in connection with the Account for any illegal, fraudulent, or defamatory purpose, orii) take steps, or cause, or permit anything to be done that could undermine the security or integrity of any Third Party service, including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of such Third Party service; and
g) 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, request information from the Depositor to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation

2.4 JOINT ACCOUNTS – 

a) If this is a joint Account, each Depositor assigns and transfers to all jointly any and all shares and monies, including all dividends and interest which now or at any time hereafter stand to the credit of the Account, and agree that all such shares and monies will be property held jointly by all of the Depositors.
b) If this is a joint Account, unless the Depositor has requested otherwise by written notice to the Financial Institution, each Depositor consents to the Financial Institution providing any and all Account statements, notices or disclosures required to be provided to the Depositor pursuant to this Account Contract or applicable law to the first Depositor named on the Personal Contract Application only, and the provision of a statement, notice or disclosure to such first-named Depositor will constitute provision of the statement, notice or disclosure to all Depositors. If the Depositor receiving such statements, notices or disclosures on behalf of all Depositors dies, once the Financial Institution is notified of the death and updates its records accordingly, the Financial Institution will provide all statements, notices or disclosures to the Depositor named next in order following the deceased Depositor on the Personal Contract Application.

Right of Survivorship 

i) All joint accounts, unless the Depositor has requested otherwise by written notice to the Financial Institution, are deemed to have “Right of Survivorship” in place, where upon the death of a Depositor, the entire beneficial interest in the Account vests in the Survivor and as such, the Account assets will pass to the Survivor and will not be treated as an estate asset of the deceased Depositor but rather will be treated as a gift to the Survivor separate and apart from the deceased Depositor’s estate. Such transfer of Account assets does not release the deceased Depositor nor their estate from section 2.5, Joint and Several Liability.
ii) If upon written notice to the Financial Institution, the Depositor requests “Right of Survivorship” not be applied to the Account, then upon the death of a Depositor the Financial Institution is entitled to assume, based on the written notice received, either:

(i) that each of the Survivor and the deceased Depositor had equal interests in the Account assets. The Financial Institution will pay the deceased Depositor’s interest in the Account assets to the deceased Depositor’s estate. Such payment does not release the deceased Depositor nor their estate from section 2.5, Joint and Several Liability; OR
(ii) that the beneficial interest in the Account will be paid to the designated beneficial owner, whether that be the Survivor of the deceased Depositor’s estate. If the Survivor was designated beneficial owner, the Account assets will pass to the Survivor and will not be treated as an estate asset of the deceased Depositor. If the deceased Depositor was designated beneficial owner, the Financial Institution will pay the Account assets to the deceased Depositor’s estate. The Depositor’s written notice must clearly state which Depositor holds the beneficial interest in the Account, otherwise the Financial Institution will assume the Survivor and the deceased Depositor to have had equal interests in the Account assets, and pay out as outlined in subsection (i). Such payment does not release the deceased Depositor nor their estate from section 2.5, Joint and Several Liability.

2.5 JOINT AND SEVERAL LIABILITY – If this is a joint Account, the Depositors agree that they are jointly and severally liable to the Financial Institution for all obligations, debts, and liabilities under this Account Contract. 

2.6 FORMS – The Depositor will use only such forms and Instruments as may be authorized by the Financial Institution from time to time. 

2.7 SERVICE CHARGES AND FEES – 

a) The Depositor acknowledges receipt of a schedule of the Financial Institution’s charges for the Account in effect at the time of acceptance of this Account Contract. By requesting the Account, the Depositor acknowledges their agreement to pay all applicable fees and service charges incurred in connection with the Account. The Financial Institution can deduct such fees and service charges from the Account (or other accounts of the Depositor with the Financial Institution) when a service is requested or performed, or as such fees and service charges otherwise become due.b) The Financial Institution may from time to time increase or decrease the fees or service charges applicable to the Account and provide notice of such changes by sending a notice to the Depositor’s last known Notice Contact Information, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the change to the attention of the Depositor. New or amended service charges and fees will become effective on the later of the stated effective date following publication, when an applicable service is requested or performed, or when incurred, and in any event, no earlier than 30 days after publication by the Financial Institution.c) Current fees and service charges applicable to the Account may be obtained by contacting the Financial Institution or through the Financial Institution’s website. The Depositor is responsible for determining the then current fees and service charges applicable to the Account in advance of conducting Transactions or requesting services in connection with the Account.

2.8 VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY THE FINANCIAL INSTITUTION – All Transactions are subject to verification and acceptance by the Financial Institution 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 the Depositor authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, 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, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest. 

2.9 TRUE INFORMATION – The Depositor agrees to provide true, accurate, current, and complete information about the Depositor and the Account when required by the Financial Institution and/or the Account Contract. Further, the Depositor agrees to notify the Financial Institution of any changes to such information within a reasonable period of time. 

2.10 NO OBLIGATION – Nothing in the Account Contract will oblige the Financial Institution to: 

a) honour any Instrument drawn by the Depositor on the Financial Institution,
b) accept any monies for investment in shares or for deposit,
c) redeem shares,
d) transfer money, or
e) lend money to the Depositor.

2.11 Any dispute related to goods or services supplied in a Point-of-Sale Transaction is strictly between the Depositor and the Merchant, and the Depositor will raise no defence or claim against the Financial Institution. 

2.12 TERM DEPOSITS – If the Account provided is a term deposit: 

a) Invalid Provisions – If any term, covenant, obligation, or agreement in these terms and conditions, or the application thereof to any person or circumstance, is found to be invalid or unenforceable for any reason, the remaining provisions of these terms and conditions will not be affected and will continue to be separately valid and enforceable to the fullest extent permitted by applicable laws. 

b) Interest – The Financial Institution will pay interest on term deposits from the Issue Date in accordance with the interest rate stated in the Term Deposit Details section on a Term Deposit Contract Application, or in the case of Early Redemption, if permitted, the applicable reduced interest rate stated in the Term Deposit Details section on a Term Deposit Contract Application from the Issue Date to the date of redemption. The Financial Institution may pay interest on any remaining deposit balance at the original interest rate set out in the Term Deposit Details section on a Term Deposit Contract Application. Interest is not paid on the term deposit after the Maturity Date or redemption.
c) Non-Redeemable – If Early Redemption is not permitted by the terms of a Term Deposit Contract, the Depositor may, by giving 30 days’ notice in writing, or such lesser time as the Financial Institution may permit, request the Financial Institution to permit redemption before the end of the term. If the Depositor makes this request and the Financial Institution, in its sole discretion, decides to grant it, then interest for the time this deposit has been on deposit will be paid by the Financial Institution at the rate (if any) determined by the Financial Institution. Interest will not be paid on funds redeemed within 30 days of the Issue Date.d) Redeemable – If Early Redemption is permitted by the terms of a Term Deposit Contract, the Financial Institution may require the Depositor to give one business days’ notice of the intention to redeem. Interest will not be paid on funds redeemed within 30 days of the Issue Date.
e) Interest Payment Frequency – Interest shall be paid at the frequency noted in the Term Deposit Details section on a Term Deposit Contract Application or, if no frequency has been selected, interest shall be paid annually and at the Maturity Date in the case of a term deposit for more than one year and shall be paid at the Maturity Date only in the case of a term deposit for one year or less.
f) Interest Payments – Interest shall be paid in the manner noted in the Term Deposit Details section on a Term Deposit Contract Application or if no manner of payment has been selected, interest shall be paid in the manner chosen by the Financial Institution payable to the Depositor, and if more than one person constitutes the Depositor, to all such persons jointly.
g) Interest Rate Changes on Variable Rate Term Deposits – For all term deposits with Variable Interest Rates, as indicated on a Term Deposit Contract Application, the Interest Rate will change automatically every time there is a change in the Prime Lending Rate. The Financial Institution will notify the Depositor of each change in the Prime Lending Rate by posting a notice in the Financial Institution’s place of business. A written statement by the Financial Institution stating the Prime Lending Rate in effect of any time or for any period of time will be conclusive evidence of such rate in effect at that time or for such period of time for all purposes.
h) Maturity or Early Redemption – On the Maturity Date or at Early Redemption the Financial Institution will pay the Principal and any unpaid balance of interest in the manner provided in the Term Deposit Details section on a Term Deposit Contract Application. If no selection has been made with respect to payment of this deposit at the Maturity Date, the Financial Institution, in its absolute discretion, may determine whether to Renew this deposit or repay this deposit to the Depositor and shall determine, in the case of payment, the manner of payment.
i) Disclosure of Renewal Terms – If the Payment Instructions on a Term Deposit Contract Application include Renewal at Maturity, notice will be sent by ordinary mail to the address of the Depositor as it appears in the records of the Financial Institution and shall be deemed received on the fifth day after mailing. The Renewal will be deemed accepted by the Depositor if the Financial Institution has not received written notice accepting or rejecting the Renewal within 30 days of the deemed receipt.
j) Termination – Notwithstanding any provisions herein or throughout these terms and conditions, with respect to the renewal of a term deposit, the Financial Institution shall have the right to terminate the deposit on the Maturity Date and, subject to any contrary instructions with respect to payment of the term deposit in the Term Deposit Details section on a Term Deposit Contract Application, may transfer the term deposit to a share Account or any ordinary deposit Account monies deposited in which are withdrawable on demand, or may mail a draft in the amount of the Principal and unpaid accrued interest to the Depositor. When the Financial Institution transfers or repays the term deposit in the above manner, interest under the Term Deposit Contract immediately stops. The Financial Institution shall have the right to terminate the term deposit on any other date than the Maturity Date by giving notice to the Depositor by mail and paying a bonus of three months’ interest and the provisions for transferring or repaying this deposit shall apply with the necessary changes.
k) Alter Terms – The Financial Institution may alter the terms and conditions of a term deposit by giving seven days’ notice to the Depositor by mail. The alteration shall take effect on the Maturity Date. In the event of the Financial Institution giving notice, unless the Depositor withdraws the deposit on or before (if permitted) the Maturity Date, the Depositor will be deemed to have agreed to the change in the condition of this deposit as if the Depositor had signed an agreement to that effect, and on and after that date the conditions that have been altered shall be the conditions of the deposit.
l) Rules – The right of the Depositor to have a term deposit redeemed and paid is subject to any longer period of time prescribed by the rules of the Financial Institution.

2.14 WRITTEN NOTICE – Any notice given by the Financial Institution to the Depositor is sufficiently given and deemed received on the earlier of the actual receipt, or if mailed to the last address on the records of the Financial Institution of the Depositor whose name first appears in the Depositor Information section on an Account Application, five days after the date of mailing, if sent by email attachment to the Depositor’s email address for delivery, two days after sending, and if the written notice is of a general nature applicable to the Depositor and other persons holding accounts with the Financial Institution, 30 days after posting such written notice in the branch of the Financial Institution or publishing such written notice on the Financial Institution’s website. Any notice given by the Depositor to the Financial Institution is sufficiently given and deemed received on actual receipt of a written notice to the branch of the Financial Institution at which the Account was opened. 

2.15 ASSIGNMENT OR TRANSFER – Unless the Financial Institution expressly otherwise agrees in writing, an Account may not be assigned or transferred, either absolutely or by way of security, to any person other than the Financial Institution. If the Financial Institution agrees to an assignment or transfer, the Account Contract together with a form of assignment or transfer approved by the Financial Institution will be delivered to the Financial Institution and at the Financial Institution’s option the Account Contract will be endorsed with particulars of the assignment or transfer or a new Account Contract will be issued in the name of the assignee or transferee. All assignments shall be subject to the Financial Institution’s pre-existing rights of set-off and subordinate to any security position held by the Financial Institution or its subsidiaries or affiliates, unless such rights are expressly waived. 

2.16 SUCCESSORS AND ASSIGNS – The terms and conditions stated in this Contract shall be for the benefit of and binding upon the Financial Institution, its successors and assigns, and for and upon the Depositor, the Depositor’s heirs, executors, administrators, successors, and assigns. 

2.17 OTHER AGREEMENTS – There are no representations or warranties made by the Financial Institution to the Depositor concerning this Contract except for the representations, warranties, and obligations of the Financial Institution as expressly set out in this Contract. Any advice, information, or statements provided by the Financial Institution or its service providers, agents, or their representatives, whether oral or written, will not create any representation, warranty, or condition or vary or amend this Contract, including the above liability exclusions, liability limitations, release and indemnity provisions, and the Depositor may not rely upon any such advice or information. 

3. DEPOSITOR INSTRUCTIONS

3.1 INSTRUMENTS – Notwithstanding section 2.8, Verification and Acceptance of Transactions by the Financial Institution, the Depositor acknowledges and agrees that the Financial Institution will not be obliged to examine or assure itself of the regularity or validity of any endorsement or signature appearing on any Instrument. The Depositor releases the Financial Institution from all claims by the Depositor or others concerning the regularity or validity of any endorsement or signature. The Depositor further acknowledges and agrees that if more than one endorsement or signature is required on an Instrument, that such an arrangement is solely between and amongst the persons constituting the Depositor, whether the Financial Institution has notice of such an arrangement or not.  The Depositor authorizes the Financial Institution, without inquiry, to honour and pay Instruments drawn on the Account, regardless of whether such Instruments are: 

a) drawn to the order of the Depositor on behalf of the Depositor who signed them,
b) payable to cash or bearer,
c) payable to the order and negotiated by or on behalf of the Depositor,
d) cashed or tendered to pay the obligations of the Depositor, ore) deposited to the credit of the Depositor, and regardless of whether such Instruments are deposited in person at the Financial Institution, by ATM, by mail, by night deposit service or by any other method of deposit that may be made available by the Financial Institution.

3.2 STOP PAYMENT – Any instruction to stop payment of an Instrument drawn on the Account must be in writing and signed by the Depositor. On receiving a stop payment instruction of an Instrument drawn on the Account, the Financial Institution will: 

a) use reasonable diligence to comply with the stop payment, but
b) not be liable to the Depositor or any other person by reason of complying with, or failing to comply with, the stop payment, whether the Financial Institution is negligent, wilfully negligent, or otherwise.

3.3 REMOTE INSTRUCTIONS – The Depositor may provide Remote Instructions to any branch of the Financial Institution as permitted by the Financial Institution, through online banking or through the Financial Institution’s 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 the name of the Depositor along with any requisite Password, if any, to the same extent as if the Remote Instructions were written instructions delivered to the Financial Institution by mail and signed by the Depositor 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. Remote Instructions are deemed received by the Financial Institution only when actually received and brought to the attention of an authorized office 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 the Financial Institution, or at such other telephone or fax number or email address as the Financial Institution may advise the Depositor by notice in writing, or through online banking. Any of the persons that constitute the Depositor 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 the Depositor is in fact the Depositor, and can rely upon such, and the Financial Institution may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in the name of the Depositor will bind the Depositor. 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 the Depositor. The Depositor 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. 

3.4 ACCESS TERMINAL TRANSACTIONS – The Depositor acknowledges and agrees that: 

a) using a Password to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Depositor in person or as otherwise contemplated or permitted by the Account Contract;b) the Depositor will be bound by each such Transaction; andc) once a Password has been used to authorize a Transaction, the Transaction may not be revoked and no stop payment on the Transaction may be requested.

3.5 FOREIGN CURRENCY TRANSACTIONS – If the Depositor provides instructions to the Financial Institution on an Account that is denominated in a currency other than the currency of the Account, a conversion of currency may be required. In all such Transactions and at any time a conversion of currency is made, the Financial Institution may act as principal with the Depositor in converting the currency at rates established or determined by the Financial Institution, affiliate parties, or parties with whom the Financial Institution contracts. The Financial Institution, its affiliates and contractors may earn revenue and commissions, in addition to applicable service charges, based on the difference between the applicable bid and ask rates for the currency and the rate at which the rate is offset in the market. 

3.6 BILL PAYMENTS – The Depositor acknowledges and agrees that: 

a) bill payments made through an Access Terminal or at a branch of the Financial Institution 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 initiated and the internal accounting processes of the bill payment recipient;
b) it is the responsibility of the Depositor 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) the Financial Institution 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 the Depositor has made or received a bill payment in error, the Financial Institution may, but is not obliged to, assist the Depositor by initiating or processing a Bill Payment Error Correction Debit, as defined under the Payments Canada Rules (as may be amended from time to time), and if so initiated, the Depositor agrees to indemnify the Financial Institution for any direct loss, costs or damages incurred, and will pay to the Financial Institution any reasonable service charges or fees related to the provision of the service; and
e) if the Financial Institution, absent gross negligence or wilful misconduct, initiates or processes a Bill Payment Error Correction Debit affecting the accounts or affairs of the Depositor, the Financial Institution shall be held harmless for any and all loss, costs or damages suffered or incurred by the Depositor, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

3.7 LOST OR DESTROYED INSTRUMENT – If an Instrument drawn on the Account is lost or destroyed while in the possession of another financial institution or its agents, the Financial Institution may, for all purposes, treat a copy of the Instrument, certified as being a true copy by the other financial institution, as though it were the original Instrument. 

3.8 DEBIT CARD – In consideration of the Financial Institution providing the use of an electronic transaction card (the “Debit Card”), a Personal Identification Number (“PIN”) for use with the Debit Card or a virtual Debit Card and Passcode for use with the Mobile Payment Service, and the right to use the Debit Card for such purposes as may be authorized by the Financial Institution from time to time, the Depositor acknowledges and agrees that: 

a) Purpose of the Debit Card – the Debit Card will only be used for the purpose of obtaining services as agreed by the Financial Institution.  On thirty days written notice, the Financial Institution may add or remove the 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.  These terms and conditions, and the fact the Depositor has the use of a Debit Card, does not give any credit privileges or any entitlement to overdraw the Account, except as provided by separate agreement with the Financial Institution.  All references to Debit Card in the terms and conditions include virtual debit card(s) registered for use with the Mobile Payment Service.
b) Confidentiality of Personal Identification Number (“PIN”) and/or Passcode – Pursuant to this section 5.1, the Depositor will not select an obvious combination of digits for a PIN  or Passcode (e.g. address, card number, Account number, telephone number, birth date, or Social Insurance Number).“Passcode” means the numerical code selected by a user to authorize certain Mobile Payment transactions.c) Contactless Debit Payments (Interac® Flash) – The Depositor acknowledges the Debit Card may include Interac® Flash contactless payment functionality.  Contactless payment service allows the Depositor to perform a Transaction using the Debit Card without entering a PIN.  Contactless Debit Payment is an option service however if the Depositor does not want the functionality, they must request the Financial Institution disable the functionality on the Debit Card.
e) Mobile Payment Services – The Depositor acknowledges that in order to use the Mobile Payment Services, the Depositor:
i) must be an Authorized User of the Account, and the Account must be in good standing;
ii) must have a mobile device capable of being used in conjunction with the Mobile Payment Service);
iii) must meet any other requirements for the access and use of the Mobile Payment Service that are specified by the Financial Institution;
iv) agrees to delete the Financial Institution mobile payment/mobile banking application from the mobile device should the mobile device be sold, given away or disposed of;
v) is prohibited from using the Mobile Payment Services on a mobile device that is known or suspected to have had its security or integrity compromised (e.g. where the device has been “rooted” or had its security mechanisms bypassed). The Depositor is solely liable for any losses, damages and expenses incurred as a result of the use of the Mobile Payment Service on a compromised device;
vi) agrees to properly maintain the security of the mobile device used in conjunction with the Mobile Payment Service by protecting the device 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;vii) acknowledges that the Mobile Payment Service may be used in conjunction with location based services, and agrees that the Financial Institution may collect, transmit, process, display, disclose, maintain or use location based data;
viii) agrees the Depositor will not copy, modify, adapt, enhance, translate or create a derivative work of the Mobile Payment Service, or any part of the service. The Depositor will not license, sublicense, market or distribute the Mobil Payment Service, or provide any copies to a third party. The Depositor will not attempt to reverse engineer, decompile, disassemble or make error corrections to any part of the Mobile Payment Service. The Depositor will not us any part of the Mobile Payment Service to gain access to interconnecting software applications to do the same;
ix) acknowledges that these terms and conditions are subject to the laws and jurisdictions as defined by the Financial Institution, irrespective of where the Depositor downloaded or enabled the Mobile Payment Service.  The Depositor agrees that the Financial Institution may monitor and enforce compliance with these terms and conditions;
x) acknowledges and agrees that the Financial Institution does not:(i) warrant the operability or functionality of the Mobile Payment Service or its availability to complete a transaction;(ii) warrant that any merchant will offer the payment method accessed through the Mobile Payment Service;(iii) guarantee the availability or operability of any wireless networks or of any mobile device.
xi) acknowledges that the physical Debit Card should be kept with the Depositor to use in the event the Mobile Payment Service is unavailable for whatever reason;
xii) explicitly excludes the Financial Institution, all partners and associated service provides from all liability whatsoever in relation to the Mobile Payment 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 Payment Service; and 
xiii) acknowledges and agrees the ownership of the respective intellectual property rights of the Financial Institution, its partners and associated service providers.
d) Withdrawals and Deposits – Unless arrangements have been made with the Financial Institution, amounts credited to the Account as a result of deposits using the Debit Card and an ATM will not be available for withdrawal until the deposits are verified and negotiable items, such as cheques, are honoured.  Withdrawals and transfers initiated using the Debit Card will be debited from the Account at the time they are made.  The Depositor is prohibited from depositing coins, worthless, counterfeit or fraudulent items to the Account into any ATM or using any Mobile Device, and will be responsible for damages, costs or losses suffered by the Financial Institution as a result of any such deposit.
f) Evidence of Transactions – A paper transaction record dispensed mechanically by using the Debit Card constitutes a record of the Depositor’s instructions.  Pursuant to this section 6.3, whether such a transaction record is issued or not, it is the Depositor’s responsibility to verify that the transaction has been properly executed by checking the Account activity on a regular basis.g) Termination – the Financial Institution remains the owner of the Debit Card.  The Financial Institution may restrict the use of the Debit Card, or may terminate access to the Account via the Debit Card, or the Depositor’s right to use the Debit Card, at any time without notice.  The Depositor will return the Debit Card to the Financial Institution or disable the Mobile Payment Service on any Mobile Device upon request.h) Debit Card Code of Practice – this agreement is drafted with due regard to the Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from the Financial Institution on request.

4. CREDITS TO THE ACCOUNT

4.1 DEPOSITS – The Financial Institution may, in its sole discretion:
a) collect or present for acceptance or payment, through such banks or other agents as the Financial Institution may deem best, all Instruments delivered by the Depositor for deposit; and
b) accept in payment of, or remittance for, such Instruments, cash or bank drafts, cheques, settlement cards, clearing house slips, or any other evidence of payment from the banks or other agents.

The banks or other agents described in a) and b) above will be deemed the Depositor’s agent and not the Financial Institution’s agent. Any deposit made on any day during which the Financial Institution is not open for business, or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution.  The Depositor will not deposit any coins, non-negotiable items, or anything not acceptable for deposit to the Account into any ATM. Any credit to the Account for any non-cash Instrument is provisional and subject to a hold or reversal unless the Financial Institution has received actual irrevocable payment, free of any Third Party claims.  The Financial Institution will be responsible only for the monies actually irrevocably received by the Financial Institution from such banks or agents and free of any Third Party claims. 4.2 DEPOSITOR ACKNOWLEDGEMENT – The Depositor acknowledges that: 

a) 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 the Financial Institution 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 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; an
b) 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 the Financial Institution. 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.

4.3 HOLD ON ACCOUNTS OR TRANSACTIONS – The Financial Institution may place a hold on: 

a) the proceeds of an Instrument presented by the Depositor until the Financial Institution accepts payment of, or remittance for, such Instrument; and
b) the Account generally if
i) the Financial Institution becomes aware of suspicious or possible fraudulent or unauthorized Account activity that may cause a loss to the Depositor, the Financial Institution, Central 1, or an identifiable Third Party;
ii) an issue arises as to who the proper signing authorities are on the Account; or
iii) a claim is made by a Third Party to the funds in the Account which, in the Financial Institution’s sole discretion, is potentially legitimate.

The Depositor authorizes the Financial Institution to make such inquiries and do such things, at the Depositor’s expense, as the Financial Institution deems necessary to resolve any of the issues noted above, including applying, at the Depositor’s expense, to a court of competent jurisdiction (a “Court”) to pay funds into Court and/or seek directions from a Court.  

4.4 Release of a hold by the Financial Institution is not a confirmation that a Transaction, instruction, or Instrument is in fact good and may not be relied upon as such by the Depositor. If, to the satisfaction of the Financial Institution, any improper use is established, the Financial Institution can withdraw or suspend operation of the Account without notice. 

4.5 RETURNED ITEMS – 

a) The Depositor:
i) will be liable, without presentation, protest, or notice of dishonour to any parties, for the nonacceptance or nonpayment of any Instrument the Depositor delivered to the Financial Institution for deposit, discount, collection, or otherwise; and
ii) will be liable to the Financial Institution as if proper notice of dishonour, protest, and presentment had been made or given; and the Financial Institution may:
iii) charge such items, when dishonoured, to the Account in accordance with this section; and
iv) note or protest any item should the Financial Institution consider it advisable to do so, but the Financial Institution will not be liable for failure to note or protest any such item.
b) The Financial Institution is authorized to debit the Account with the amount of any Instrument that:
i) is not paid on presentation,
ii) the Financial Institution has paid and is then called upon to refund,
iii) may be dishonoured by nonacceptance or nonpayment,
iv) is drawn on the account of a party that is bankrupt or insolvent, the proceeds of which, through no fault of the Financial Institution, have been lost, stolen, or destroyed,
v) the proceeds of which, for any reason, the Financial Institution is unable to collect or withdraw, has been cashed, negotiated, or credited to the Account but that has not been found good, or is found to be forged, fraudulent, counterfeit, or unauthorized, regardless of whether or not the Instrument has cleared.

4.6 OVERDRAFTS – If the Account becomes overdrawn because: 

a) the Financial Institution honours an Instrument drawn by the Depositor on an Account and insufficient funds stand to the credit of the Account to pay the Instrument in full; or
b) an Instrument delivered by the Depositor to the Financial Institution for deposit is returned to the Financial Institution dishonoured, and insufficient funds stand to the credit of the Account to permit the Financial Institution to debit the full amount of the dishonoured Instrument; or
c) the Financial Institution charges a fee, service charge, or other debit that the Financial Institution is authorized to charge to the Account, and if the funds standing to the credit of the Account are less than the amount charged to the Account; then the Depositor must immediately repay the amount overdrawn plus interest at the Financial Institution’s Overdraft Rate in effect from time to time by depositing sufficient funds into the overdrawn Account. If the Depositor does not immediately repay such amounts the Financial Institution may, in order to recover the overdrawn amount plus interest, and without notice to the Depositor:  

i) redeem or transfer Financial Institution shares owned by the Depositor in order to credit the overdrawn Account, or
ii) withdraw monies on deposit from another Account in the Depositor’s name and transfer them to the overdrawn Account.

If the Depositor has applied and been approved for Overdraft Protection on the Account, this section is subject to the separate Overdraft Protection Terms and Conditions that are provided to the Depositor. The foregoing provisions do not give the Depositor any right to overdraw the Account or to authorize or permit anything, including a PAD or a Transaction authorized through a Debit Card, that would result in a negative balance in the Account. 

5. ACCOUNT SECURITY AND RISK

5.1  PASSWORD CONFIDENTIALITY AND LIABILITY –

a) The Financial Institution can assign and/or require the Depositor to select and use one or more Passwords in connection with the use of the Account pursuant to these terms and conditions. The Depositor agrees to keep all Passwords confidential and will only reveal them to authorized Financial Institution agents or officer when required by the Financial Institution. The Depositor agrees not to record any Password in any format or medium. The Depositor can change any Password at any time. The Depositor agrees to change a Password if and when required by the Financial Institution. The Depositor acknowledges that a Password must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.
b) The Depositor acknowledges that the Depositor is responsible for all use made of a Password and that the Financial Institution is not liable for the Depositor’s failure to comply with any part of the Account Contract. The Depositor is liable for all authorized and unauthorized use, including all Transactions. The Depositor is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Depositor expressly acknowledges and agrees that they shall be bound by and liable for any use of a Password by any member of the Depositor’s household.
c) If the Depositor discloses a Password to a Third Party, and if the Financial Institution becomes aware of such disclosure, the Financial Institution may, in its sole discretion, waive the confidentiality requirements described in this section 5.1, but only if such disclosure was required in connection with the provision of a Third Party service. Notwithstanding any such waiver, the Depositor acknowledges and agrees that the Depositor remains responsible for all use of the Password by the Third Party.

5.2 LOST OR STOLEN DEBIT CARD OR COMPROMISED PASSWORD – The Depositor agrees to notify the Financial Institution immediately: 

a) of any suspected or actual misuse or unauthorized use of a Password; or
b) if the Depositor suspects or becomes aware that a Password has been made accessible or become known to anyone other than the Depositor; orc) if the Depositor suspects or becomes aware that a Debit Card, or Mobile Device used in conjunction with Mobile Payment Service, is lost or stolen.

Verbal notification will only be considered given if the Depositor speaks directly to an authorized Financial Institution office or agent, and written notification will only be considered given if the Financial Institution gives the Depositor written acknowledgement of receipt of such notification.  If the Depositor notified the Financial Institution promptly and cooperated in any investigation, once the Financial Institution is satisfied that the Depositor complied with the requirements of this section 5 regarding Password confidentiality and is the victim of fraud, theft, or coercion by trickery, force, or intimidation, the Depositor will be entitled to recover from the Financial Institution any direct losses from the Account in such fraud, theft, or coercion incurred after notice is given to the Financial Institution.  The Depositor will change the applicable Password if any of the notification requirements above in paragraphs a), b) or c) arises 

5.3 FRAUD PREVENTION AND DETECTION – The Depositor agrees 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. 

The Depositor further agrees to diligently supervise and monitor the conduct and work of all agents having any role in the preparation of the Depositor’s Instruments, the Depositor’s reconciliation of the statement of account for the Account, or other banking functions. The Depositor acknowledges that the Financial Institution may, from time to time, implement additional security measures, and the Depositor will comply with all instructions and procedures issued by the Financial Institution in respect of such security measures. The Depositor is aware of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. The Depositor agrees not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through the Financial Institution’s Internet banking website or through the Financial Institution’s published contact information as shown on the Financial Institution’s website. 

5.4 PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND FRAUDULENT ACCOUNT ACTIVITY – 

a) Where the Depositor knows 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 the Financial Institution or found invalid for any reason (“Suspicious Circumstances”), the Depositor has a duty to:
i) 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
ii) disclose such Suspicious Circumstances to the Financial Institution, including the facts upon which the Depositor’s suspicion is based.
b) The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by the Depositor, but the Financial Institution does not owe the Depositor any obligation to undertake its own investigation of Suspicious Circumstances. The Financial Institution will not unreasonably restrict the Depositor from the use of the Account during such investigation, as long as it is reasonably evident that the Depositor did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with the Account Contract, but the Financial Institution reserves the right to place a hold on all or some of the Accounts pending investigation of any Suspicious Circumstances. Any such hold or investigation is imposed or undertaken by the Financial Institution at the Financial Institution’s sole discretion and for the Financial Institution’s sole benefit
c) The Financial Institution will respond to reports of a problem or unauthorized Transaction within a reasonable period of time and will indicate what reimbursement, if any, will be made for any loss incurred by the Depositor. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that the Depositor has complied with these terms and conditions including without limitation this section 5.
d) Dispute Resolution - If the Depositor is not satisfied with the Financial Institution’s response, the Financial Institution will provide the Depositor, upon request, with a written account of its investigation and the reason for its findings. If the Depositor is not satisfied, the issue will be referred for mediation to either a Financial Institution system dispute resolution service, or if no such service is available, to an external mediator if agreed between the Depositor and the Financial Institution. Neither the Financial Institution nor the Depositor will have the right to start court action until 30 days have passed since the problem was first raised with the Financial Institution

5.5 ACCESS TERMINAL SECURITY – If any service in respect of the Account is made available to the Depositor through the Internet or a telephone service provider, the Depositor acknowledges 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 the risk of the Depositor. The Depositor acknowledges and shall ensure that any private Access Terminal used to access the Account is auto-locked by a password to prevent unauthorized use of the Access Terminal, has a current anti-Contaminant program, and a firewall, and that it is their personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. The Depositor further acknowledges that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Depositor will sign out of online banking and, where applicable, close the browser when finished using it. The Depositor further acknowledges that using public or shared computers and Access Terminals, or using Access Terminals in a public place or through an open WiFi or shared Bluetooth portal, to access the Account increases the risk of unauthorized access to the Account, and will take all reasonable precautions to avoid such use or inadvertent disclosure of the Password. 

5.6 EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – The Financial Institution is not responsible for any loss or damage suffered or incurred by the Depositor except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case the Financial Institution 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 the Financial Institution has been advised of the possibility of such damages. In no event will the Financial Institution be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by the Depositor that is caused by: 

a) the actions of, or any failure to act by, the Depositor, or any Third Party or their agent, including other financial institutions and their agents (and no Third Party will be considered to be acting as an agent for the Financial Institution unless expressly authorized to do so);b) the inaccuracies in, or inadequacies of, any information provided by the Depositor to the Financial Institution, including, but not limited to, any failed, duplicative, or erroneous transmission of Remote Instructions;c) the failure by the Financial Institution to perform or fulfill any of its obligations to the Depositor, due to any cause beyond the Financial Institution’s control; ord) forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.

Without limiting the generality of the foregoing, the Financial Institution will not be liable for: 

a) the nonpayment of any cheque, bank draft, settlement card, clearing house slip, or any other evidence of payment accepted in payment or as a remittance from any other financial institution or agent, including as a result of the default, neglect, or mistakes of any such financial institutions or agents
b) any loss, damage, or injury arising from the use of any Access Terminal including any mechanical or operational failure of any such Access Terminal, except that in the event of alteration of the Account balance due to technical problems, card issuer errors, and system malfunctions, the Depositor will be liable only to the extent of any benefit they have received, and will be entitled to recover from the Financial Institution any direct losses the Depositor may have suffered; or
c) any action or failure to act of a Merchant or refusal by a Merchant to honour the Depositor’s Debit Card, whether or not such failure or refusal is the result of any error or malfunction of a device used to authorize the use of the Debit Card for a Point-of-Sale Transaction.

The Depositor releases the Financial Institution from liability for any such loss, damage, or injury. 

5.7 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 the Depositor has not caused or contributed to the error or omission in any way, has complied with the Account Contract, has given written notice to the Financial Institution within the time provided in this Account Contract, and to the extent the liability is not otherwise excluded by the Account Contract. If the Depositor has given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will the Financial Institution 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. 

5.8 INDEMNITY – 

a) The Depositor agrees to indemnify and hold the Financial Institution and its 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 the Depositor’s use of the Account. Depositors must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand.
b) Without limiting the generality of the foregoing, the Depositor 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
i) any of the Indemnified Parties making the Account available to the Depositor;
ii) any of the Indemnified Parties acting upon, or refusing to act upon the Depositor’s instructions, including Remote Instructions;
iii) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Depositor;
iv) any of the Indemnified Parties acting upon, or refusing to act upon the instructions of any person authorized to give instructions on behalf of the Depositor;
v) the honouring or dishonouring of any Instrument;
vi) any Transaction that results in a negative balance in the Account;
vii) the consequences of any Tran saction authorized by the Depositor;
viii) the need to place a hold on the Account or Transactions, including making an application to a Court if necessary;
ix) the adequacy or authority of endorsements or signatures required in any arrangement made amongst the persons constituting the Depositor; or
x) any use of the Account by the Depositor that:
(1) is inconsistent with a restriction imposed on the use of the Account by the Financial Institution pursuant to these terms and conditions, or
(2) takes place following the suspension or termination of the Account or certain service privileges by the Financial Institution pursuant to these terms and conditions.

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

6. ACCOUNT RECORDS

6.1 STATEMENT OF ACCOUNT – The Financial Institution will provide the Depositor with a statement of Account activity approximately monthly. Unless the Depositor requests the Financial Institution to hold the Depositor’s statement for pick up by the Depositor, or appoints in writing an agent to pick up the statement, or requests no statement for the Account, the Financial Institution will provide the Depositor with a statement for the Account electronically or by regular mail, as selected by the Depositor. It is the Depositor’s responsibility to notify the Financial Institution immediately of any change in the Depositor’s address or in statement delivery preferences. 

6.2 NO STATEMENT ACKNOWLEDGEMENT – If, at the request of the Depositor, the Financial Institution agrees to cease providing statements of account for the Account to the Depositor, the Depositor acknowledges and agrees that the Depositor will be responsible to obtain (whether from the Financial Institution or through online banking) and review, in accordance with section 6.3, a statement of account for the Account. 

6.3 STATEMENT VERIFICATION – Regardless of whether the Depositor has chosen to receive paper or electronic statements, or to access statements through online banking, the Depositor is responsible for reviewing a statement of account for the Account at least once every calendar month. The Depositor must notify the Financial Institution of any errors, irregularities, omissions, or unauthorized Transactions of any type in a statement of account within 30 days of the statement date (the “Notification Date). Notwithstanding any other provision of the Account Contract, after the Notification Date (except as to any errors, irregularities, omissions, or unauthorized Transactions of any type of which the Depositor has notified the Financial Institution in writing on or before the Notification Date), the Depositor 
a) agrees that the Financial Institution’s records are conclusive evidence of the Depositor’s dealings with the Financial Institution regarding the Depositor’s Account and are correct, complete, authorized, and binding upon the Depositor, and the Financial Institution will be released from all responsibility for Account activity preceding the statement of account for the Account; and
b) may not claim for any purpose that any entry on the statement of account for the Account is incorrect and will have no claim against the Financial Institution for reimbursement relating to any entry, even if the entry is unauthorized or fraudulent or is based upon an Instrument or instruction that is forged, unauthorized, or fraudulent.

Nothing in this section limits in any way the rights of the Financial Institution under the Account Contract to debit the Account at any time in respect of a returned or dishonoured Instrument or other item, or to correct any error or omission. In the absence of evidence to the contrary, the records of the Financial Institution are conclusive for all purposes, including litigation, in respect of any other matter or thing relating to the state of the Accounts between the Depositor and the Financial Institution in respect of any Transaction. 

6.4 PAD REIMBURSEMENT – Despite section 6.3, Statement Verification, if the Depositor has authorized PADs to be issued against the Account, the Depositor acknowledges that the Payments Canada Rules provide specific time periods during which claims for reimbursement of PADs may be made. Claims must be made in writing to the Financial Institution within the specified time periods and in compliance with the Payments Canada Rules, as they may be amended from time to time. The Financial Institution will not be responsible for any loss suffered by the Depositor due to the Depositor’s failure to comply with the Payments Canada Rules. 

6.5 RECORDS AND CHEQUE IMAGING – If the Financial Institution implements an imaging program, the Financial Institution will determine, in its sole discretion, whether copies of images of Instruments and other items will be provided for the statement of account for the Account. The Depositor acknowledges that copies of images of Instruments and other items may be provided before the Financial Institution has determined whether the Instrument or other item will be honoured or accepted and agrees that copies of images of Instruments and other items are made available by the Financial Institution as a service to the Depositor and that the provision of copies of images of Instruments and other items does not mean that the Transaction has been processed or in any way oblige the Financial Institution to honour or accept the Instrument or other item. 

The Depositor acknowledges that if the Financial Institution adopts an imaging program, the physical Instruments and other items may be destroyed. If the Financial Institution has implemented an imaging program and determines not to include copies of images of Instruments and other items with the statement of account for the Account, the Financial Institution will ensure that copies of images can be made available to the Depositor upon request for at least 5 years following the date of the statement of account for the Account on which the Instrument or other item appears, subject to payment of the service charges established by the Financial Institution from time to time. 

7. OPERATION OF THE ACCOUNT

7.1 MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of the Account Contract as they relate to the Depositor’s future use of the Account from time to time, for any reason, without any liability to the Depositor or any other person. The Financial Institution may provide notice of a change to the Account Contract by sending notice to the Depositor’s last known Notice Contact Information, 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 the attention of the Depositor. The Depositor is responsible for regularly reviewing the terms and conditions of the Account Contract. If the Depositor uses the Account after the effective date of an amendment to the Account Contract, it will mean that the Depositor agrees to the amendment and adopts and is bound by the newer version of the Account Contract. The Depositor may not change, supplement, or amend the Account Contract by any means. 

7.2 TERMINATION – 

a) The Account Contract may be terminated by the Depositor at any time by providing at least one business day’s prior written notice to the Financial Institution.
b) The Financial Institution may, in its sole discretion, restrict, suspend, or terminate the Depositor’s Account privileges:
i) at any time or for any reason on at least one business day’s prior written notice to the Depositor, or
ii) immediately without notice if the Financial Institution determines or suspects, in its sole discretion, that: (i) the Depositor has acted fraudulently or unlawfully or has otherwise not complied with the terms of the Account Contract, (ii) there has been fraudulent or illegal activity on the Account, (iii) such action is required by applicable law.
c) The Depositor will immediately return or destroy all Debit Cards issued to it upon:i) ceasing to be a member of the Financial Institution,ii) termination of the Account Contract,iii) termination of Debit Card privileges, oriv) otherwise upon request by the Financial Institution.
d) The Depositor will be responsible for paying all legal fees and expenses incurred by the Financial Institution in terminating the Account.
e) The Depositor’s insolvency, bankruptcy, dissolution, or death will constitute an automatic revocation of the privileges associated with the Account.
f) Any notice of termination shall not release the Depositor from any obligations incurred under the Account Contract prior to its termination.  The disclaimers, liability exclusions, liability limitations, and indemnity provisions in the Account Contract survive indefinitely after the termination of the Account Contract and apply to the extent permitted by law.

7.3 NOTICES – Any notice required or permitted to be given to the Financial Institution in connection with the Account Contract must be in writing and must be addressed and delivered to the Financial Institution at the address or fax number set forth in the Account Contract. Any notice required or permitted to be given to the Depositor in connection with the Account Contract may be given to the Depositor by delivering a written notice to the last known Notice Contact Information, or, except as to confidential financial information specific to the Depositor, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the notice to the attention of the Depositor. 

7.4 ELECTRONIC EXECUTION – This Account Contract may be executed electronically at the discretion of the Financial Institution. Use of the Account shall be deemed to be acceptance of the Account Contract as of the date of first use, or in the case of a modification of the Account Contract, acceptance of the modified terms and conditions 

7.5 PROCEEDS OF CRIME LEGISLATION – The Depositor acknowledges that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that the Financial Institution will, from time to time, request information from the Depositor to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. The Depositor agrees to abide by and comply with all such requests. 

7.6 OTHER CLAIMS ON THE ACCOUNT – If the Financial Institution receives notice of a possible claim against, or interest in, any of the Accounts under any court order, statutory demand, or under applicable family, domestic relations, matrimonial property, or similar legislation, a marriage agreement, or a separation agreement, the Financial Institution may refuse to permit the Depositor to have any dealings with any of the Accounts, even if funds stand to the credit in any such Account. The Financial Institution will not be liable for any loss or damage resulting from any refusal by the Financial Institution under this section. 

7.7 APPLICABLE LAW – This Account Contract is governed by the laws of 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.  

7.8 COMPLIANCE WITH LAWS – The Financial Institution is authorized to comply with the provisions of any law, regulation, or order in force now or hereafter in force that imposes on the Financial Institution a duty to take or refrain from taking any action in respect to the Depositor, Account, transactions or interest thereon. 

7.9 ENUREMENT – This Account Contract will take effect and continue for the benefit of and be binding upon each of the Financial Institution and the Depositor and their heirs, executors, successors, and assigns. 7.10 SEVERABILITY – This Account Contract will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Account Contract 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 Account Contract.

7.11 NO WAIVER – No waiver by the Financial Institution of any breach of or default under this Account Contract shall be deemed to be a waiver of any preceding or subsequent breach or default. The Financial Institution may, without notice, require strict adherence to the terms and conditions of this Account Contract, despite any prior indulgence granted to or acquiesced in by the Financial Institution. 

Personal trust

Personal Trust | ACCOUNT AGREEMENT TERMS AND CONDITIONS

This agreement (the “Agreement”) outlines the terms and conditions governing the Trustee’s use of the Account (defined below). The Financial Institution does not offer the Account other than in accordance with these terms and conditions. By requesting and using the Account, the Trustee acknowledges their acceptance of these terms and conditions.In consideration of the Financial Institution agreeing to operate the Account, the Trustee agrees as follows:

1. DEFINITIONS

1.1 INTERPRETATION  – 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 the Trustee’s Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone.
“Account” means any of the Trustee’s accounts or subaccounts (if applicable) that the Trustee may have now or in the future, at the Financial Institution. 
“Account Documentation” means all documents, including the application and all agreements, between the Trustee and the Financial Institution that govern the operation of the Account.
“ATM” means an automated teller machine.“Beneficiary” means the person for whose benefit the Trust is established.
“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, including a Smart Card, issued by the Financial Institution that allows the holder of the card to deposit cash and/or 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.
“Direct Services” means the services offered by the Financial Institution from time to time that let the Trustee access the Account using an Access Terminal. However, Direct Services do not include card services such as Debit Cards or Smart 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 the Trust, or the Trustee in his or her capacity as Trustee, 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 or the United States, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to the Trustee with the payee in blank or endorsed over to the Trust or Trustee and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to the Trust or Trustee from anyone other than the drawer, endorsed over to the Trust or Trustee, 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/or 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 the Canadian Payments Association, being an account in the Trustee’s name or on which the Trustee has the authority to independently authorize Transactions.
“Financial Institution” means the financial institution, named in the Account Documentation, where the Trustee holds the Account.
“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. 
“Member Card® Services” means the services offered by the Financial Institution from time to time allowing the Trustee with a Member Card® Debit Card and a PIN to access the Account by electronic means.
“Night Deposit Service” means the service that allows the Trustee to make deposits or leave items for safekeeping after regular business hours.“Notice Contact Information” means the contact information, including, without limitation, postal address, email address, fax number, or telephone number, provided by the Trustee to, and accepted by, the Financial Institution, through which the Financial Institution gives written notice to the Trustee in accordance with this Agreement.
“Notification” means a written notification generated by or on behalf of the Financial Institution that provides, to the Trustee, notice of a pending or completed Transaction or a summary of the balance of the Account, including notifications issued by email or SMS text messages to any of the Trustee’s Notice Contact Information.
“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, or Rules of the Canadian Payments Association.
“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.“Overdraft Rate” means the per annum rate of interest, regardless of compounding frequency, designated by the Financial Institution as its
“Overdraft Rate” from time to time.
“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 and/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. 
“PIN” means the personal identification number used with the Debit Card to access the Account. 
“PIW” means the personal identification word used in connection with Remote Instructions.
“Point-of-Sale Transaction” means the use of the Debit Card and the PIN as may be permitted from time to time by the Financial Institution for:

a) the transfer of funds from the Account to purchase or lease goods or services from a merchant (the “Merchant”), 
b) the transfer of funds from the 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 the 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 the Trustee’s written request. 
“Remote Deposit Service” means the remote deposit capture service provided by the Financial Institution and Central 1, and accessed through Direct Services, that allows the Trustee, using an Access Terminal and/or any other means authorized by the Financial Institution in its 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, portable hand-held device, telephone, mobile telephone, fax, via the Financial Institution’s online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution in order to operate the Account or authorize Transactions and make arrangements with the Financial Institution. 
“Rules” means the published rules and standards of the Canadian Payments Association as amended from time to time. 
“Signing Officer” means any person authorized by the Trustee 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.
“Smart Card” means a Debit Card that has an embedded integrated circuit that can process data and protect the cardholder from fraudulent use. 

“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.
“Trust” means the Trust named on the Account Documentation.
“Trustee” means the customer or member of the Financial Institution who manages and administers the Trust on behalf of the Beneficiary(ies).

2. GENERAL

2.1 LIABILITY OF THE TRUST – The Trustee warrants that the Trustee is authorized pursuant to the terms of the Trust to open and operate the Account pursuant to the terms and conditions of this Agreement. The Trustee further acknowledges and agrees that any fees, charges, or liabilities imposed upon the Trustee pursuant to this Agreement are accepted by the Trustee both in their personal capacity and on behalf of the Trust and, to the full extent permitted by law, both the Trustee and the Trust shall be liable and accountable. The Trustee further represents and agrees that acceptance of the obligations and liabilities on behalf of the Trust and exercise of the Financial Institution’s rights pursuant to this Agreement does not constitute a breach of the terms of the Trust. This representation is a continuing representation on which the Financial Institution relies and it is the sole obligation of the Trustee to inform the Financial Institution if at any time it becomes untrue or inaccurate. The Financial Institution may, in its sole discretion, require that the Trustee provide confirmation of this representation in the form of an independent legal opinion, or in such other manner or form as may reasonably be required by and is acceptable to the Financial Institution.

2.2 AUTHORIZED USERS – The Trustee will provide the Financial Institution with 
a) a certificate setting forth the number of signatures required and the names and specimen signatures of the Trustees and other Signing Officers of the Trust authorized to sign for the Trust in the operation of the Account with the Financial Institution, and
b) a replacement certificate, completed as described in a) above, any time the Trustees or other Signing Officers change.

2.3 JOINT AND SEVERAL LIABILITY – If more than 1 person constitutes the Trustee, the persons constituting the Trustee agree that they are jointly and severally liable to the Financial Institution for all obligations, debts, and liabilities under this Agreement.

2.4 AUTHORITY AND LIABILITY OF SIGNING OFFICERS – Except for the purposes of article 2.2, Authorized Users, the power to designate Signing Officers, which power is restricted to the Trustee, and if more than one Trustee, to any one of the Trustees, if one or more Signing Officer is appointed for the Account who is not a Trustee, each Trustee, by appointing, permitting, or acquiescing in the appointment of any such Signing Officer represents and warrants to the Financial Institution

a) that the appointment of such Signing Officer is permitted by the terms of the Trust and has been approved by all Trustees;
b) that such Signing Officer may act for all purposes under this Agreement, except as specifically excluded in this article, as if a Trustee and will have all powers, rights, obligations, and liabilities of a Trustee under this Agreement; and
c) that each Trustee and the Trust may be and are bound by any actions, or failure to act, of such Signing Officer, including any action or inaction that constitutes a breach of this Agreement, instructions, Transactions, or Remote Instructions, or any other action or inaction of such Signing Officer in respect of the operation of the Account to the same extent as if the actions, instructions, Transactions, Remote Instructions, or failure to act was that of a Trustee.

By signing a signature card, certificate of specimen signatures, and/or giving instructions on the Account, each Signing Officer

d) acknowledges and agrees to be bound by the terms of this Agreement for all purposes as if a Trustee and, in particular, that they make the same representations and acknowledgements stipulated to be made by a Trustee under this Agreement;
e) agrees to accept and be bound by the appointment as a Signing Officer, including all rights, obligations, liabilities, indemnities, restrictions, and exclusions in this Agreement stipulated to apply to a Trustee and/or the Trust;
f) acknowledges and agrees that all references to the Trustee in this Agreement shall include the Signing Officer, except for the power to appoint Signing Officers under article 2.2, Authorized Users, if the Signing Officer is not a Trustee; and
g) agrees not to take or attempt to take any action in respect of the operation of the Accounts, including, but not limited to, issue any instructions, Transactions, or Remote Instructions, that the Signing Officer does not have actual authority to take. Each Signing Officer expressly acknowledges and agrees that they are subject to the same obligations and liabilities, including joint liability with other Signing Officers and Trustees, exclusions of liability, and indemnities under this Agreement as if they were a Trustee.

2.5 FORMS – The Trustee will use only such forms and Instruments as may be authorized by the Financial Institution from time to time.

2.6 SERVICE CHARGES AND FEES – The Trustee will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party. The Trustee will pay the service charges that the Financial Institution establishes from time to time for the Account including, without limitation, service charges for providing records regarding the Trustee that the Financial Institution is legally required to provide. The Trustee acknowledges receipt of a schedule of the Financial Institution’s charges for the Account in effect at the time of acceptance of this Agreement. The Financial Institution may from time to time increase or decrease the service charges for the Account and provide notice of such changes by sending a notice to the Trust’s last known Notice Contact Information, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the change to the attention of the Trustee. Current service charges for the Account may be obtained by contacting the Financial Institution or through the Financial Institution’s website. The Trustee is responsible for determining the then current service charges for the Account they request in advance of requesting those services. By requesting the Account, the Trustee acknowledges their agreement to pay service charges for the Account requested by them then in effect. The Financial Institution can deduct service charges from the Account (or other accounts of the Trustee with the Financial Institution) when the service is requested or performed. New or amended service charges and fees will become effective on the earlier of 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 the Financial Institution. 

2.7 VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY THE FINANCIAL INSTITUTION – All Transactions are subject to verification and acceptance by the Financial Institution 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 the Trustee authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, 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, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest.

2.8 NOTING OR PROTESTING – The Trustee:

a) will be liable, without presentation, protest, or notice of dishonour to any parties, for the nonacceptance or nonpayment of any bills, notes, cheques, or other Instruments the Trustee delivered to the Financial Institution for deposit, discount, collection, or otherwise, and
b) will be liable to the Financial Institution as if proper notice of dishonour, protest, and presentment had been made or given, and the Financial Institution may:

c) charge such items, when dishonoured, to the Account in accordance with article 5.3, Returned Items, and
d) note or protest any item should the Financial Institution consider it advisable to do so, but the Financial Institution will not be liable for failure to note or protest any such item.

2.9 TRUE INFORMATION – The Trustee agrees to provide true, accurate, current, and complete information about the Trustee, the Beneficiary, the Trust, the Account, and any External Account when required by the Financial Institution and/or this Agreement. Further, the Trustee agrees to notify the Financial Institution of any changes to such information within a reasonable period of time.

3. USE OF SERVICES

3.1 NIGHT DEPOSIT SERVICE – At the Trustee’s request, the Financial Institution will accept for deposit monies or Instruments acceptable to the Financial Institution placed in an envelope or deposit bag supplied by the Financial Institution and placed by the Trustee in the night depository, provided that the monies and Instruments are accompanied by a properly completed deposit slip signed by the Trustee and enclosed in the same envelope or deposit bag.The Financial Institution will open the night depository on each business day of the branch during regular business hours and will deposit any monies and Instruments acceptable to the Financial Institution in the manner directed by the Trustee.The Trustee agrees that the authorized Financial Institution officers who open the night depository and deposit the monies or Instruments to the credit of the Account are acting as the Trustee’s agent up to the time at which the monies or Instruments are actually entered and recorded as having been deposited to the Account, and the Trustee nominates, constitutes, and appoints any such authorized Financial Institution officers to deposit any monies or Instruments placed by the Trustee in the night depository to the credit of the Account as directed by the accompanying deposit slip.

3.2 DIRECT SERVICES AND MEMBER CARD® SERVICES – The Trustee may use Direct Services and/or Member Card® Services to access any permitted Account and to authorize such Transactions as may be permitted by the Financial Institution from time to time, commencing upon the day these terms and conditions are accepted by the Trustee and the Trustee’s request for Direct Services and/or Member Card® Services is approved by the Financial Institution. If Member Card® Services is approved, the Financial Institution will issue a Debit Card to the Trustee and will permit the Trustee to select a PIN. The Trustee cannot use Direct Services or Member Card® 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 the Financial Institution’s approval. The Financial Institution may, from time to time, add to or delete from the types of use permitted and Direct Services and/or Member Card® Services offered.

The Trustee will not deposit any coins, non-negotiable items, or anything not acceptable for deposit to the Account into any ATM. The Trustee will pay to the Financial Institution any damages, costs, or losses suffered by the Financial Institution as a result of any such deposit.A Debit Card’s issue does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

3.3 DIRECT SERVICES AND MEMBER CARD® SERVICES ACKNOWLEDGMENT – The Trustee acknowledges and agrees 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 the Trustee;
b) even if more than 1 signature is required on cheques and withdrawal slips, any 1 Trustee may conduct Transactions using Direct Services and/or Member Card® Services, including transferring money out of the Account and making bill payments;
c) anyone with access to the PAC, PIN, and/or PIW may be able to access Direct Services and/or Member Card® Services and may use the PAC, PIN, and/or PIW to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
d) the Financial Institution will not be liable in any way to the Trustee 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 the Beneficiary, or if bills owed by a person other than the Beneficiary are paid;
e) the Trustee will be liable for all Transactions conducted using Direct Services and/or Member Card® Services, including Transactions that benefit a person other than the Beneficiary or that result in the payment of bills owed by a person other than the Beneficiary; and
f) a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

3.4 BILL PAYMENTS – The Trustee acknowledges and agrees that:

a) bill payments made through Direct Services, an Access Terminal, or at a branch of the Financial Institution 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 initiated and the internal accounting processes of the bill payment recipient;
b) it is the responsibility of the Trustee 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) the Financial Institution 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 the Trustee has made or received a bill payment in error, the Financial Institution may, but is not obliged to, assist the Trustee by initiating or processing a ‘Bill Payment Error Correction Debit’, as defined under the Rules, and if so initiated, the Trustee agrees to indemnify the Financial Institution for any direct loss, costs or damages incurred, and will pay to the Financial Institution any reasonable service charges or fees related to the provision of the service; ande) if the Financial Institution, absent gross negligence or wilful misconduct, initiates or processes a Bill Payment Error Correction Debit affecting the accounts or affairs of the Trustee, the Financial Institution shall be held harmless for any and all loss, costs or damages suffered or incurred by the Trustee, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

3.5 AVAILABILITY OF DIRECT SERVICES AND MEMBER CARD® SERVICES – The Trustee acknowledges that the availability of Direct Services and/or Member Card® 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 the Trustee may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide Direct Services and/or Member Card® 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 the Trustee has advised the Financial Institution of such consequences. The Trustee releases and agrees to hold harmless the Financial Institution and Central 1 from any and all Interruption Claims.

3.6 EDP SERVICES – If the Financial Institution through Direct Services makes EDP 

Services available and the Trustee uses the EDP Services:
a) the Trustee consents to epost™ preparing, using, and disclosing reports relative to the performance and/or operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or the Trustee, and reports that pertain to the Trustee’s involvement in and use of the EDP Services. The Trustee further consents to epost™ disclosing to Central 1 Trustee-specific data that consists of the total number of Billers for which the Trustee has registered, without identifying those Billers apart from the Financial Institution and its affiliates and without identifying detailed data of the Trustee’s viewing activities;

b) the Trustee acknowledges that epost™ will not respond directly to the Trustee with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct the Trustee to the Financial Institution or the Biller; andc) the Trustee acknowledges that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, the Trustee’s participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services. 

3.7 TRANSFERS WITH EXTERNAL ACCOUNTS – If the Financial Institution through Direct Services enables the Trustee to transfer funds between the Account and an External Account, then:

a) the Trustee agrees to inform the Financial Institution in writing of the External Account they wish to link to the Account in a form acceptable to the Financial Institution; 
b) the Financial Institution reserves the right to refuse to accept the External Account;
c) the Trustee agrees to provide the Financial Institution with the financial institution number, branch address or number, and the account number of the External Account the Trustee wishes to link to the Account. The Financial Institution reserves the right to verify the External Account;
d) the Trustee and the External Account holder must provide authorization to establish the link between the Account and the External Account;
e) the Trustee agrees to not link the Account to an account that is not owned by the Trustee or that the Trustee is not permitted to use in the operation of the Trust; 
f) the Trustee acknowledges and agrees that the Financial Institution, at its discretion, may limit the type of Transactions 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) the Trustee 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) the Financial Institution reserves the right to limit the number of External Accounts that can be linked to the Account;
i) the Financial Institution reserves the right to limit the dollar amount of Transactions to or from the External Account;
j) the Financial Institution reserves the right to limit the number of Transactions to or from the External Account;
k) the Financial Institution reserves the right to hold funds on the Transaction amount;
l) the Trustee consents to the disclosure to the financial institution that holds the External Account of any personal information provided to the Financial Institution with respect to Transactions to or from the External Account. The Trustee also consents to the disclosure to the Financial Institution 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;
m) funds usually arrive in the Trustee’s External Account or Account within 3 to 5 business days from the day the Transaction is authorized. The Financial Institution cannot guarantee the date of deposit to the Account or External Account. The Financial Institution 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;
n) all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and
o) the Trustee agrees that for security or risk management purposes and at the Financial Institution’s discretion, a nominal sum may be credited to the External Account once per year.

3.8 TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services enables the Trustee to link multiple Accounts to a single user name to allow the Trustee 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) the Financial Institution reserves the right to refuse to accept any Account;
b) the Trustee agrees that the Financial Institution, at its 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) the Financial Institution reserves the right to limit the number of Accounts that can be linked;
d) the Financial Institution reserves the right to limit the dollar amount of Transactions made to or from a linked Account;
e) the Financial Institution reserves the right to limit the number of Transactions made to or from a linked Account;
f) 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 the Financial Institution, during which time the Transaction or portion thereof will not be accessible to the Trustee;
g) the Trustee agrees that the Financial Institution cannot guarantee the date of a Transaction to and/or 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
h) all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

3.9 EMT SERVICES – If the Financial Institution through Direct Services makes EMT Services available and the Trustee uses the EMT Services, the Trustee acknowledges and agrees that:

a) the EMT Services are only available in Canadian dollars;
b) the Account will be debited as soon as the Trustee initiates a Transaction and the Financial Institution may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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 the Trustee;
d) 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, Acxsys Corporation, or a Participating Financial Institution;e) an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after the Trustee originates the Transaction;
f) as the sender, the Trustee 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) the Financial Institution, 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) the Financial Institution 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, the Trustee will not include the EMT Answer in the Transaction details;
k) as the recipient, the Trustee will not disclose the EMT Answer except as required to claim or decline the Transaction;
l) the recipient may claim a Transaction using the online banking services of the Financial Institution or another Participating Financial Institution or through the Acxsys Corporation payment service;
m) if the recipient declines a Transaction that the Trustee initiated, the Transaction will be returned to the Trustee;
n) funds usually arrive in the recipient’s account within 3 to 5 business days from the day the recipient successfully claims the Transaction. The Financial Institution cannot guarantee the date of deposit;
o) as the sender, the Transaction will be returned to the Trustee 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 the Trustee, or if the recipient declines the Transaction. The Trustee is responsible for providing the recipient’s correct EMT Contact Information and further agrees that the recipient has consented to the Trustee’s use of the EMT Contact Information for EMT Services purposes, including its provision to the Financial Institution, 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. The Financial Institution will not pay interest on the Transaction amount;
q) 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;
r) the Trustee is responsible for providing valid EMT Contact Information and will immediately update it via Direct Services if there are any changes to said EMT Contact Information;
s) as the sender, the Trustee may cancel a Transaction up to the time the recipient successfully claims the Transaction. As the recipient, the Trustee acknowledges that a Transaction may be cancelled up to the time the Trustee successfully claims the Transaction;
t) all disputes will be handled directly between the sender and the recipient;
u) the Financial Institution may refuse to provide EMT Services for the Trustee; and
v) the Financial Institution 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 processing a Transaction or for Transactions claimed by someone other than the intended recipient.

3.10 REMOTE DEPOSITS – If the Financial Institution, through Direct Services, makes the Remote Deposit Service available and the Trustee uses the Remote Deposit Service, the Trustee acknowledges and agrees that:

a) solely for the Remote Deposit Service, the Financial Institution appoints the Trustee as its agent, to act on behalf of the Financial Institution in the creation and transmission of an Official Image to the Financial Institution, and any other related duties that may be required by the Financial Institution, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by the Financial Institution 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. The Trustee acknowledges and agrees that this role as agent cannot be further delegated by the Trustee except to a Signing Officer appointed in accordance with article 2.4, Authority and Liability of Signing Officers. Further, the Trustee acknowledges and agrees that the Trustee 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, andv) 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 the Financial Institution 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) the Financial Institution 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 this Agreement and any policies of the Financial Institution governing Instruments;
c) the creation of an Official Image will be done using a method authorized by the Financial Institution, in its sole discretion, from time to time. Further, the Trustee agrees to take all proper and necessary precautions to prevent any other person, except a Signing Officer appointed in accordance with article 2.4, Authority and Liability of Signing Officers, from purporting to create or transmit an Official Image to the credit of the Trustee’s Account;
d) nothing in this Agreement obliges the Financial Institution to accept for deposit any item whether it is or purports to be an Official Image. The Trustee 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 the Trustee from anyone other than the drawer of that item, or that is in any way altered. If the Trustee has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then the Trustee 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 the Financial Institution, and fully disclose all material facts known by the Trustee 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 the sole discretion of the Financial Institution from time to time. The Trustee 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;
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 the Trustee;
g) any Transaction made on any day or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution;
h) once an Official Image of an Eligible Bill has been transmitted to the Financial Institution 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 the Trustee is requested to do so by the Financial Institution in writing. Further, the Trustee agrees 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, the Trustee agrees to indemnify and hold the Financial Institution and its 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 the Trustee’s use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. The Trustee 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, the Trustee 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 the Financial Institution, the Trustee is 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 pencil, pen, or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to the Financial Institution, or such shorter period as stipulated by the Financial Institution in writing, the Trustee shall retain and produce to the Financial Institution on written request the original of all imaged Eligible Bills. If the Trustee receives a written request to retain or produce, the Trustee will comply with the written request, and shall, if requested, produce, by delivering to the Financial Institution, the original of all specified Eligible Bills within 5 business days of such request. If the Trustee fails to comply with the written request made pursuant to this provision, then the Financial Institution can place 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 the Financial Institution through the Remote Deposit Service or such shorter period as stipulated by the Financial Institution in writing, and provided that the Trustee has verified a credit to the Account that reconciles to the Official Image transmitted, the Trustee 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;
j) the Trustee is responsible for any and all costs associated with obtaining a replacement Instrument in the event that the Financial Institution requests that the Trustee 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 the Financial Institution’s sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to the Trustee at the Notice Contact Information after the Trustee uses the Remote Deposit Service to transmit an Official Image, including to advise the Trustee of the receipt by the Financial Institution of an Official Image. To receive such electronic notices, the Trustee must provide the Notice Contact Information required by the Financial Institution;
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 the Financial Institution or that the Account will be credited; and
m) 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 use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or the Financial Institution requiring the Trustee to obtain another Instrument.

3.11 ONLINE PAYMENT – If the Financial Institution, through Direct Services, makes the Online Payment Service available and the Trustee uses the Online Payment Service, the Trustee acknowledges and agrees 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 the Trustee through the appropriate online payment option available on the website of a Participating Merchant;
c) as soon as the Trustee 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. The Financial Institution will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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 the Trustee;
e) 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, 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 the Trustee;
g) the Financial Institution 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 the Trustee authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, the Financial Institution cannot guarantee the date or time that the hold on the Transaction amount will be removed;
i) the Financial Institution, 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 the Trustee;
k) all disputes, including requests for refunds, will be handled directly between the Trustee and the Participating Merchant without the participation of the Financial Institution 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) the Financial Institution may refuse, in its sole discretion, to provide the Online Payment Service for the Trustee; 
m) in the Financial Institution’s sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to the Trustee at the Notice Contact Information after the Trustee authorizes a Transaction, including to advise the Trustee that the Account has been debited. To receive an electronic Notification, the Trustee must provide the Notice Contact Information required by the Financial Institution;
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 the Trustee has successfully purchased the product or service from the Participating Merchant; ando) 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 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.

3.12 FOREIGN CURRENCY TRANSACTIONS – If the Trustee provides instructions to the Financial Institution on an Account that is denominated in a currency other than the currency of the Account, a conversion of currency may be required. In all such Transactions and at any time a conversion of currency is made, the Financial Institution may act as principal with the Trustee in converting the currency at rates established or determined by the Financial Institution, affiliated parties, or parties with whom the Financial Institution contracts. The Financial Institution, its affiliates, and contractors may earn revenue and commissions, in addition to applicable service charges, based on the difference between the applicable bid and ask rates for the currency and the rate at which the rate is offset in the market. 

3.13 NO OBLIGATION – Nothing in this Agreement will oblige the Financial Institution to:

a) honour any Instrument drawn by the Trustee on the Financial Institution,
b) accept any monies for investment in shares or for deposit,
c) redeem shares,
d) transfer money, ore) lend money to the Trustee.

4. TRUSTEE INSTRUCTIONS4.1 INSTRUMENTS – Notwithstanding article 2.7, Verification and Acceptance of Transactions by the Financial Institution, the Trustee acknowledges and agrees that the Financial Institution will not be obliged to examine or assure itself of the regularity or validity of any endorsement or signature appearing on any Instrument. The Trustee releases the Financial Institution from all claims by the Trustee or others concerning the regularity or validity of any endorsement or signature.The Trustee further acknowledges and agrees that if more than 1 endorsement or signature is required on an Instrument, that such an arrangement is solely between and amongst the persons constituting the Trustee, whether the Financial Institution has notice of such an arrangement or not. The Trustee releases and agrees to indemnify and hold harmless the Financial Institution from all claims by the Trustee or others concerning the adequacy or authority of endorsements or signatures required in any arrangement made amongst the persons constituting the Trustee.The Trustee authorizes the Financial Institution, without enquiry, to honour and pay Instruments drawn on the Account, regardless of whether such Instruments are:

a) drawn to the order of the Trustee on behalf of the Trustee who signed them,
b) payable to cash or bearer, 
c) payable to the order and negotiated by or on behalf of the Trustee,
d) encashed or tendered to pay the obligations of the Trustee, ore) deposited to the credit of the Trustee.

4.2 COUNTERMANDS – Any countermand of payment (commonly called a “stop payment”) of an Instrument drawn on the Account must be in writing and signed by the Trustee who signed the Instrument that is the subject of the countermand, or by some other person(s) duly authorized by the Trustee. On receiving a countermand of payment of an Instrument drawn on the Account, the Financial Institution will:

a) use reasonable diligence to comply with the countermand, but
b) not be liable to the Trustee or any other person by reason of complying with, or failing to comply with, the countermand, whether the Financial Institution is negligent, wilfully negligent, or otherwise.

The Trustee hereby agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution by reason of it complying with, or failing to comply with, a countermand of payment. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Trustee and their heirs, executors, successors, and assigns.

4.3 REMOTE INSTRUCTIONS – The Trustee may provide Remote Instructions to any branch of the Financial Institution as permitted by the Financial Institution, online through the Direct Services web portal, or through the Financial Institution’s 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 the name of the Trustee along with any requisite PAC and/or PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to the Financial Institution by mail and signed by the Trustee 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.Remote Instructions are deemed received by the Financial Institution only when actually received and brought to the attention of an authorized officer 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 the Financial Institution, or at such other telephone or fax number or email address as the Financial Institution may advise the Trustee by notice in writing, or online through the Direct Services web portal. Any of the persons that constitute the Trustee 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 the Trustee is in fact the Trustee, and can rely upon such, and the Financial Institution may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in the name of the Trustee will bind the Trustee. 

4.4 ACCESS TERMINAL TRANSACTIONS – The Trustee acknowledges and agrees that:

a) using the PAC, PIN, and/or PIW to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Trustee in person or as otherwise contemplated or permitted by this Agreement;
b) the Trustee will be bound by each such Transaction; and
c) once a PAC, PIN, and/or PIW has been used to authorize a Transaction, the Transaction may not be revoked or countermanded.

This Agreement and the fact that the Trustee has use of a Debit Card does not give the Trustee any credit privileges or any entitlement to overdraw the Account, except as provided by separate agreement with the Financial Institution.The Trustee irrevocably authorizes and directs the Financial Institution 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, PIN, and/or PIW, in person by the Trustee, or as otherwise contemplated or permitted by this Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

4.5 LOST OR DESTROYED INSTRUMENT – If an Instrument drawn on the Account is lost or destroyed while in the possession of another financial institution or its agents, the Financial Institution may, for all purposes, treat a copy of the Instrument, certified as being a true copy by the other financial institution, as though it were the original Instrument.

4.6 LOST OR STOLEN DEBIT CARD OR COMPROMISED PIN – If the Trustee suspects or becomes aware that the Debit Card is lost or stolen, or that the PIN has been made accessible to another person, then the Trustee will notify the Financial Institution or its agent immediately, in person or by telephone. Notification will only be considered given if the Trustee speaks directly to an authorized Financial Institution officer or agent. Upon receipt of such notice, the Trustee’s liability for further unauthorized use of the Debit Card will terminate. If the Trustee notified the Financial Institution promptly and cooperated in any investigation, once the Financial Institution is satisfied that the Trustee is the victim of fraud, theft, or coercion by trickery, force, or intimidation, the Trustee will be entitled to recover from the Financial Institution any direct losses from the Account through the use of the Debit Card in such fraud, theft, or coercion incurred after notice is given to the Financial Institution.

5. COLLECTIONS

DEPOSITS – The Financial Institution may:

a) collect or present for acceptance or payment, through such banks or other agents as the Financial Institution may deem best, all Instruments delivered by the Trustee for deposit, discount, collection, or otherwise;
b) accept in payment of, or remittance for, such Instruments, cash or bank drafts, cheques, settlement cards, clearing house slips, or any other evidence of payment from the banks or other agents; and
c) place a hold on the proceeds of an Instrument presented by the Trustee until the Financial Institution accepts payment of, or remittance for, such Instrument.

Any deposit made on any day during which the Financial Institution is not open for business, or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution.The banks or other agents described in a) and b) above will be deemed the Trustee’s agent and not the Financial Institution’s agent.The Financial Institution will not be liable for:

d) any loss resulting from the acceptance of such evidence as a payment in lieu of cash,
e) the failure of any bank or other financial institution or any agent to remit the same,
f) the nonpayment of any cheque, bank draft, settlement card, clearing house slip, or any other evidence of payment accepted in payment or as a remittance from any other bank or agent, or
g) the default, neglect, or mistakes of any such banks or agents.

The Financial Institution will be responsible only for the monies actually irrevocably received by the Financial Institution from such banks or agents and free of any Third Party claims.

5.2 HOLD ON ACCOUNTS OR TRANSACTIONS – The Financial Institution may place a hold on the Account if: 

a) the Financial Institution becomes aware of suspicious or possible fraudulent or unauthorized Account activity that may cause a loss to the Trustee, the Financial Institution, Central 1, or an identifiable Third Party; 
b) an issue arises as to who the proper signing authorities are on the Account; or 
c) a claim is made by a Third Party to the funds in the Account which, in the Financial Institution’s sole discretion, is potentially legitimate.

The Trustee authorizes the Financial Institution to make such inquiries and do such things, at the Trustee’s expense, as the Financial Institution deems necessary to resolve any of the issues noted above, including applying, at the Trustee’s expense, to a court of competent jurisdiction (a “Court”) to pay funds into Court and/or seek directions from a Court. The Trustee agrees to indemnify the Financial Institution for any expense or cost incurred by the Financial Institution arising from the need to place a hold on the Account or Transactions, including but not limited to expenses incurred relating to an application to a Court. If the Trustee is requested and fails to do so, the Financial Institution may, in its sole discretion, close or place a hold on the Account, free of any responsibility or liability for unprocessed Transactions during such time. Any credit to the Account for any non-cash Instrument is provisional and subject to a hold or reversal unless the Financial Institution has received actual irrevocable payment, free of any Third Party claims.

5.3 RETURNED ITEMS – The Trustee confirms that the Trustee is authorized pursuant to the terms of the Trust to permit the Financial Institution to debit the Account with the amount of any Instrument that:

a) is not paid on presentation,
b) the Financial Institution has paid and is then called upon to refund,
c) may be dishonoured by nonacceptance or nonpayment,d) is drawn on the account of a party that is bankrupt or insolvent,
e) the proceeds of which, through no fault of the Financial Institution, have been lost, stolen, or destroyed,
f) the proceeds of which, for any reason, the Financial Institution is unable to collect or withdraw,
g) has been cashed, negotiated, or credited to the Account but that has not been found good, or
h) is found to be forged, fraudulent, counterfeit, or unauthorized, regardless of whether or not the Instrument has cleared.

The Trustee further acknowledges and agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution in connection with the foregoing, and authorizes the Financial Institution to debit the Account in respect of any such liability, costs, damages, and/or expenses. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Trust, the Trustee, and their heirs, executors, successors, and assigns. The Trustee further represents and warrants that acceptance of the obligations and liabilities on behalf of the Trust, and exercise of the Financial Institution’s rights pursuant to this Agreement does not constitute a breach of the terms of the Trust. This representation is a continuing representation on which the Financial Institution relies and it is the sole obligation of the Trustee to inform the Financial Institution if at any time it becomes untrue or inaccurate. The Financial Institution may, in its sole discretion, require that the Trustee provide confirmation of this representation in the form of an independent legal opinion, or in such other manner or form as may reasonably be required by and is acceptable to the Financial Institution.

5.4 OVERDRAFTS – If:

a) the Financial Institution honours an Instrument drawn by the Trustee on an Account and insufficient funds stand to the credit of that Account to pay the Instrument in full; or
b) an Instrument delivered by the Trustee to the Financial Institution for deposit, discount, collection, or otherwise is returned to the Financial Institution dishonoured, and insufficient funds stand to the credit of the Account to permit the Financial Institution to debit the full amount of the dishonoured Instrument; or
c) the Financial Institution charges a fee, service charge, or other debit that the Financial Institution is authorized to charge to the Account, and if the funds standing to the credit of that Account are less than the amount charged to the Account; 

then such event may, at the discretion of the Financial Institution, constitute:

d) an application to redeem or transfer Financial Institution shares owned by the Trustee or to withdraw or transfer monies on deposit from an Account in the Trustee’s name, to the extent that the funds standing to the credit of the particular Account are insufficient to pay the Instrument in full, or to permit the Financial Institution to charge the returned item or the fee, service charge, or debit to that Account; and
e) an application for a loan to the extent that the shares or monies standing to the credit of the Account in the Trustee’s name are insufficient to permit the payment or charging described in d) above.

If the Financial Institution grants a loan under e) above, the loan will be immediately due and payable forthwith without demand and the Trustee will pay interest on the balance of the loan at the Financial Institution’s Overdraft Rate in effect from time to time.The foregoing provisions do not give the Trustee any right to overdraw an Account or to authorize or permit anything, including a PAD or a Transaction authorized through a Debit Card, that would result in a negative balance in the Account. The Trustee agrees to indemnify the Financial Institution under article 7.3, Indemnity, d).

6. ACCOUNT SECURITY AND RISK6.1 TRUSTEE RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement: 

a) if the Trustee did not reveal the PAC, PIN, and/or PIW to any other person, other than authorized Financial Institution agents or officers when required by the Financial Institution, or write it down or otherwise record it, and changed the PAC, PIN, and/or PIW when required by this Agreement, the Trustee will not be liable for any unauthorized use that occurs after the Financial Institution has received written notice from the Trustee that the PAC, PIN, and/or PIW may have become known to someone other than the Trustee. The Financial Institution will not be considered to have received written notice until the Financial Institution gives the Trustee written acknowledgement of receipt of such notice; and
b) the Financial Institution will not otherwise be liable for any damages or other liabilities that the Trustee may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in the name of the Trustee whether or not the Trustee actually gave the Remote Instructions. The Financial Institution will not be liable for any damages or other liabilities that the Trustee may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made by the Trustee whether or not the Trustee actually gave the no statement request by Remote Instructions. 

6.2 FRAUD PREVENTION AND DETECTION – The Trustee agrees 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.The Trustee further agrees to diligently supervise and monitor the conduct and work of all agents having any role in the preparation of the Trustee’s Instruments, the Trustee’s reconciliation of the statement of account for the Account, or other banking functions.

6.3 PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Transaction or an unauthorized Transaction, the Trustee will report the issue immediately to the Financial Institution. The Financial Institution will investigate and respond to the issue on a timely basis. The Financial Institution will not unreasonably restrict the Trustee from the use of the Account subject to dispute as long as it is reasonably evident that the Trustee did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with this Agreement. The Financial Institution 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 the Trustee. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that the Trustee has complied with this Agreement and on the balance of probabilities it is shown that the Trustee took all reasonable and required steps to:

a) protect the confidentiality of the PAC, PIN, and/or PIW as required by this Agreement;
b) use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this 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.

6.4 DEBIT CARD CODE OF PRACTICE – This Agreement is drafted with due regard to the Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from the Financial Institution on request. If the Trustee is not satisfied with the Financial Institution’s response, the Financial Institution will provide the Trustee, upon request, with a written account of its investigation and the reason for its findings. If the Trustee is not satisfied, the issue will be referred for mediation to either a Financial Institution system dispute resolution service, or if no such service is available, to an external mediator if agreed between the Trustee and the Financial Institution. Neither the Financial Institution nor the Trustee will have the right to start court action until 30 days have passed since the problem was first raised with the Financial Institution.Any dispute related to goods or services supplied in a Point-of-Sale Transaction is strictly between the Trustee and the Merchant, and the Trustee will raise no defence or claim against the Financial Institution.

6.5 ACCESS TERMINAL SECURITY – If Direct Services are made available through the Internet or a telephone service provider, the Trustee acknowledges 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 the risk of the Trustee. The Trustee acknowledges and shall ensure that any private Access Terminal used to access Direct Services is auto-locked by a password to prevent unauthorized use of the Access Terminal, has a current anti-Contaminant program and a firewall, and that it is his or her personal responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. The Trustee further acknowledges that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Trustee will sign out of Direct Services and, where applicable, close the browser when finished using it. The Trustee further acknowledges that using public or shared computers and Access Terminals, or using Access Terminals in a public place or through an open WiFi or shared Bluetooth portal, to access Direct 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, PIN, and/or PIW. 

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

The Trustee is responsible for all use of the PAC, PIN, and/or PIW and for all Transactions on the Account. The Trustee acknowledges that the Financial Institution may, from time to time, implement additional security measures, and the Trustee will comply with all instructions and procedures issued by the Financial Institution in respect of such security measures. The Trustee is aware of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. The Trustee agrees not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through the Financial Institution’s Internet banking website or through the Financial Institution’s published contact information as shown on the Financial Institution’s website.

6.7 EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – The Financial Institution is not responsible for any loss or damage suffered or incurred by the Trust or by the Trustee except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case the Financial Institution 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 the Financial Institution has been advised of the possibility of such damages. In no event will the Financial Institution be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by the Trust or the Trustee that is caused by: 

a) the actions of, or any failure to act by, the Trustee or any Third Party (and no Third Party will be considered to be acting as an agent for the Financial Institution unless expressly authorized to do so);
b) the inaccuracies in, or inadequacies of, any information provided by the Trustee to the Financial Institution, including, but not limited to, any failed, duplicative, or erroneous transmission of Remote Instructions;
c) the failure by the Financial Institution to perform or fulfill any of its obligations to the Trust or to the Trustee due to any cause beyond the Financial Institution’s control; ord) forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions. 

6.8 RISKS AND DUTIES – Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement, the Trustee assumes all risk of loss due to the use of the Account, including, without limitation, the risk of Third Party fraud and fraud committed by, or participated in or aided by, a Signing Officer. The Trustee further agrees that they will notify the Financial Institution immediately:

a) of any suspected or actual misuse or unauthorized use of the PAC, PIN, and/or PIW, or
b) if the PAC, PIN, and/or PIW becomes known to anyone other than the Trustee, and
c) if the Trustee receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them.

The Trustee will change the PAC, PIN, and/or PIW if either of the notification requirements above in a) or b) arises.The Trustee acknowledges that the Trustee is responsible for all use made of the PAC, PIN, and/or PIW and that the Financial Institution is not liable for the Trustee’s failure to comply with any part of this Agreement. The Trustee is liable for all authorized and unauthorized use, including all Transactions. The Trustee is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Trustee expressly acknowledges and agrees that they shall be bound by and liable for any use of the PAC, PIN, and/or PIW by a Signing Officer, a member of a Signing Officer’s household, or a member of the Trustee’s household. The Financial Institution will not be liable to the Trustee 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 authorize the use of the Debit Card for a Point-of-Sale Transaction.Except for direct losses, subject to the restrictions in this Agreement, resulting from circumstances beyond the Trustee’s control such as technical problems and unauthorized use of the Debit Card and PIN, the Financial Institution will not be liable for any loss, damage, or injury arising from the use of ATMs or Point-of-Sale terminals or from any mechanical or operational failure of any such devices, and the Trustee releases the Financial Institution from liability for any such loss, damage, or injury. In the event of alteration of the Account balance due to technical problems, card issuer errors, and system malfunctions, the Trustee will be liable only to the extent of any benefit they have received, and will be entitled to recover from the Financial Institution any direct losses the Trustee may have suffered.The Trustee will not use the Debit Card and PIN for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in the Trustee’s jurisdiction.The Trustee is liable for all transfers to linked accounts. The Trustee bears all risk for all such Transactions. Where the Trustee knows 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 the Financial Institution or found invalid for any reason, the Trustee has 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, the Trustee’s suspicion and the facts upon which the Trustee’s suspicion is based (“Suspicious Circumstances”). The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by the Trustee, but the Financial Institution does not owe the Trustee any obligation to undertake its own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of the Accounts pending investigation of any improper use of any Account. Any hold imposed by the Financial Institution pursuant to any of the terms of this Agreement, or investigation undertaken by the Financial Institution, is imposed or undertaken by the Financial Institution at the Financial Institution’s sole discretion and for the Financial Institution’s sole benefit. Release of a hold by the Financial Institution is not a confirmation that a Transaction, instruction, or Instrument is in fact good and may not be relied upon as such by the Trustee. If, to the satisfaction of the Financial Institution, any improper use is established, the Financial Institution can withdraw or suspend operation of the Account without notice. Any monies or Instruments placed in an envelope or deposit bag and placed by the Trustee in the night depository will be at the Trustee’s risk until the monies or Instruments are actually entered or recorded as a deposit to the credit of the Account. The Financial Institution is not responsible for or under any obligation to account for any lost or destroyed monies or Instruments which the Trustee may place in the night depository, even if the loss or destruction is the result of the Financial Institution’s negligence or that of the authorized Financial Institution officers.

6.9 FINANCIAL INSTITUTION RECORDS – The Financial Institution’s records of all Transactions will be deemed to be correct and will be conclusive and binding on the Trustee. All Transactions will appear on the regular statement of account for the Account. If the Trustee believes or suspects that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, the Trustee must give immediate written notice to the Financial Institution, and in any event, must do so within the time provided in this Agreement.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 the Trustee. The Trustee 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. In the absence of evidence to the contrary, the records of the Financial Institution are conclusive for all purposes, including litigation, in respect of any other matter or thing relating to the state of the Accounts between the Trustee and the Financial Institution in respect of any Transaction.

6.10 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 the Trustee has not caused or contributed to the error or omission in any way, has complied with this Agreement, has given written notice to the Financial Institution within the time provided in this Agreement, and to the extent the liability is not otherwise excluded by this Agreement.

If the Trustee has given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will the Financial Institution 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. 

7. THIRD PARTIES

7.1 LINKS – If Direct 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 the Trustee. The Trustee acknowledges 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 the Trustee assumes all risk resulting from accessing or using such other websites or Third Party services.

7.2 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. The Trustee acknowledges and agrees that:

a) the Financial Institution and Central 1 make the services of Third Parties available through Direct Services or the Financial Institution’s website for the convenience of Trustees. The services are provided by the Third Party and not the Financial Institution or Central 1. The Trustee’s relationship with the Third Party shall be a separate relationship, independent of the relationship between the Trustee and the Financial Institution and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
b) the Financial Institution and Central 1 make no representation or warranty to the Trustee with respect to any services provided by a Third Party even though those services may be accessed by the Trustee through Direct Services or the Financial Institution’s website;
c) the Trustee assumes all risks associated with accessing or using the services of Third Parties;
d) the Financial Institution and Central 1 have no responsibility or liability to the Trustee in respect of services provided by a Third Party;
e) any dispute that relates to services provided by a Third Party is strictly between the Trustee and the Third Party, and the Trustee will raise no defence or claim against the Financial Institution and/or 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. 

7.3 INDEMNITY – The Trustee agrees to indemnify and hold the Financial Institution and its 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 the Trustee’s use of the Account. Trustees must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense 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, the Trustee 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 the Account available to the Trustee,
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 the Trustee;
d) any Transaction that results in a negative balance in the Account;e) the consequences of any Transaction authorized by the Trustee, or
f) any claims arising out of allegations that the Account has not been operated in compliance with the terms of the Trust, or any alleged receipt of funds by the Financial Institution received from the Trustee, the Trust, or otherwise into the Account in breach of trust. 

This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Trustee and the Trustee’s 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.

8. ACCOUNT RECORDS

8.1 PAPER STATEMENTS – Unless the Trustee requests the Financial Institution to hold the Trustee’s statement of account for the Account for pick up by the Trustee, or appoints in writing an agent to pick up the statement of account for the Account, or consents to the statement of account for the Account being made available electronically, or requests no statement of account for the Account to be sent by the Financial Institution, the Financial Institution will mail such statement of account for the Account to the Trustee at the address the Trustee last gave in writing. It is the Trustee’s responsibility to notify the Financial Institution immediately of any change in the Trustee’s address.

8.2 NO PAPER STATEMENT ACKNOWLEDGEMENT – If, at the request of the Trustee, the Financial Institution agrees to cease printing and mailing statements of account for the Account to the Trustee, the Trustee acknowledges and agrees that the Trustee will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of account for the Account.

8.3 COMPLIANCE WITH NOTIFICATION DATE – The Trustee will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by the end of the following calendar month (the “Notification Date”), notify the Financial Institution of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instruments or other items, or of any forgeries, fraudulent, or unauthorized Transactions of any type, and any debits wrongly made to the Account.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 the Trustee has notified the Financial Institution in writing on or before the Notification Date), the Trustee agrees that:

a) the amount of the balances shown on the last day of the calendar month is correct and binding on the Trustee subject to the right of the Financial Institution to make reversals in accordance with this Agreement;
b) all amounts charged to the Account are valid;
c) the Trustee is not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;
d) the Trustee has verified the validity of any Instruments and instructions; and
e) the use of any service shown is correct.

8.4 TRUSTEE ACKNOWLEDGEMENT – The Trustee acknowledges that: 

a) 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 the Financial Institution 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 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 
b) 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 the Financial Institution. 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.

8.5 PAD REIMBURSEMENT – Despite article 8.3, Compliance with Notification Date, if the Trustee has authorized PADs to be issued against any of the Accounts, the Trustee acknowledges that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and: 

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

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

8.6 ACCOUNT STATEMENTS AND TRANSACTION VERIFICATION – The Trustee shall be deemed to have received a statement of account for the Account each time the Trustee uses Direct Services and each time the Trustee obtains an Account balance through any ATM or Access Terminal or conducts a Point-of-Sale Transaction. The Trustee shall also be deemed to have received and reviewed a statement of account for the Account at least monthly no later than the 21st day of the month following the preceding month, whether actually issued by the Financial Institution or whether the Trustee actually receives one or not.The Trustee agrees to examine every statement of account for the Account as soon as the Trustee receives it or is deemed to have received it. The Trustee shall immediately, and in any event no later than 30 days after receiving or being deemed to have received a statement of account for the Account, give notice to the Financial Institution of any errors, omissions, or irregularities, including any fraud or unauthorized activity, included in or preceding each such statement of account for the Account. Unless objected to in writing within 30 days of the date on which the statement of account for the Account is received or is deemed to have been received by the Trustee, the Trustee agrees that the Financial Institution’s records are conclusive evidence of the Trustee’s dealings with the Financial Institution regarding the Trustee’s Account and are correct, complete, authorized, and binding upon the Trustee, and the Financial Institution will be released from all responsibility for Account activity preceding the statement of account for the Account.After the expiration of the 30-day period (except for errors or irregularities identified by notice in writing to the Financial Institution before the 30 days expire), the Trustee may not claim for any purpose that any entry on the statement of account for the Account is incorrect and will have no claim against the Financial Institution for reimbursement relating to any entry, even if the entry is unauthorized or fraudulent or is based upon an Instrument or instruction that is forged, unauthorized, or fraudulent.Nothing in this article limits in any way the rights of the Financial Institution under this Agreement including, without limitation, the rights of the Financial Institution under article 2.8, Noting or Protesting, article 5.1, Deposits, and article 5.3, Returned Items.

8.7 RECORDS AND CHEQUE IMAGING – The Financial Institution will determine, in its sole discretion, whether Instruments and other items will be returned to the Trustee with the statement of account for the Account.If the Financial Institution implements an imaging program, the Financial Institution will determine, in its sole discretion, whether copies of images of Instruments and other items will be provided for the statement of account for the Account. The Trustee acknowledges that copies of images of Instruments and other items may be provided before the Financial Institution has determined whether the Instrument or other item will be honoured or accepted and agrees that copies of images of Instruments and other items are made available by the Financial Institution as a service to the Trustee and that the provision of copies of images of Instruments and other items does not mean that the Transaction has been processed or in any way oblige the Financial Institution to honour or accept the Instrument or other item.

The Trustee acknowledges that if the Financial Institution adopts an imaging program, the physical Instruments and other items may be destroyed. If the Financial Institution has implemented an imaging program and determines not to include copies of images of Instruments and other items with the statement of account for the Account, the Financial Institution will ensure that copies of images can be made available to the Trustee upon request for at least 5 years following the date of the statement of account for the Account on which the Instrument or other item appears, subject to payment of the service charges established by the Financial Institution from time to time.

8.8 VIEWING DOCUMENTS – The Financial Institution may, in connection with Direct Services, permit the Trustee to view and print images of documents. The Trustee acknowledges and agrees that such images are made available by the Financial Institution as a service to the Trustee and the provision of such images in the past does not in any way oblige the Financial Institution to continue to permit the Trustee to view and print images of documents. 

9. OPERATION OF THE ACCOUNT

9.1 OPERATION OF TRUST ACCOUNTS – The Trustee acknowledges that the Financial Institution is not acting as a Trustee for any of the Accounts. The Trustee further acknowledges that the Financial Institution is not required to recognize funds being held upon the Trust and is not required to supervise the operation of any Trust Account to ensure that it is operated in compliance with the provisions of the Trust, whether or not the Financial Institution has notice of the specific provisions governing the Trust. Each Account that is or is purported to be subject to the Trust will be operated by the Financial Institution pursuant to the terms of this Agreement.

9.2 WAIVER OF CLAIMS BY BENEFICIARY – If a person constituting the Trustee is a Beneficiary, then that person hereby irrevocably waives any and all claims that such person may now or at any time in the future have against the Financial Institution in connection with

a) a breach of trust by any other person constituting a Trustee or Signing Officer; and
b) the Accounts not being operated in compliance with the provisions of the Trust.

9.3 MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to the Trustee’s future use of the Account from time to time, for any reason, without any liability to the Trustee or any other person. The Financial Institution may provide notice of a change to this Agreement by sending notice to the Trustee’s last known Notice Contact Information, 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 the attention of the Trustee. The Trustee is responsible for regularly reviewing the terms and conditions of this Agreement. If the Trustee uses the Account after the effective date of an amendment to this Agreement, it will mean that the Trustee agrees to the amendment and adopts and is bound by the newer version of this Agreement. The Trustee may not change, supplement, or amend this Agreement by any means. 

9.4 TERMINATION – This Agreement may be terminated by either the Financial Institution or the Trustee on not less than 1 business day’s prior written notice. The Trustee shall not:

a) use the Account and/or Third Party services for an illegal, fraudulent, or defamatory purpose, and agrees not to use the Account for a purpose contrary to the terms or purposes of the Trust, and
b) take steps, or cause, or permit anything to be done that could undermine the security or integrity of the Account and/or Third Party services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of the Account and/or Third Party services). 

In the event of a breach of the provisions of a) or b), the Account or any service provided by a Third Party may be suspended or terminated.Notwithstanding the above, the Trustee acknowledges and agrees that the Financial Institution may, in its sole discretion, at any time or for any reason, restrict, suspend, or terminate the Trustee’s Account privileges on not less than 1 business day’s prior written notice. The Trustee acknowledges and agrees to indemnify and save harmless the Financial Institution from and against any and all damages, costs, expenses, and liability arising or incurred by the Financial Institution as a result of any use of the Account by the Trustee that:

c) is inconsistent with a restriction imposed on the use of the Account by the Financial Institution and communicated to the Trustee, or
d) takes place following the suspension or termination of service privileges by the Financial Institution.

The Trustee will immediately return all Debit Cards issued to it upon:

e) ceasing to be a member of the Financial Institution,
f) termination of this Agreement,
g) termination of Debit Card privileges, or
h) otherwise upon request by the Financial Institution.

The Trustee will be responsible for paying all legal fees and expenses (on a solicitor and own client basis) incurred by the Financial Institution in terminating the Account.

The Trustee’s insolvency, bankruptcy, dissolution, or death will constitute an automatic revocation of the privileges associated with the Account.If the Financial Institution gives the Trustee notice of termination, the Trustee will immediately cease using the Night Deposit Service and reimburse the Financial Institution for any loss or damage to the facilities provided by the Financial Institution. Any notice of termination shall not release the Trustee from any obligations incurred under this Agreement prior to its termination. 

9.5 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 in the Account Documentation. Any notice required or permitted to be given to the Trustee in connection with this Agreement may be given to the Trustee by delivering a written notice to the last known Notice Contact Information, or, except as to confidential financial information specific to the Trustee, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the notice to the attention of the Trustee. 

9.6 ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of the Account 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. 

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

9.8 OTHER CLAIMS ON THE ACCOUNT – If the Financial Institution receives notice of a possible claim against, or interest in, any of the Accounts under any court order, statutory demand, or under applicable family, domestic relations, matrimonial property, or similar legislation, a marriage agreement, or a separation agreement, the Financial Institution may refuse to permit the Trustee to have any dealings with any of the Accounts, even if funds stand to the credit in any such Account. The Financial Institution will not be liable for any loss or damage resulting from any refusal by the Financial Institution under this article.

9.9 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.

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

9.11 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.

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

9.13 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.


Business member

Business Member Application — Sole Proprietorship, Partnership, or Corporation | ACCOUNT AGREEMENT TERMS AND CONDITIONS

This agreement (the “Agreement”) outlines the terms and conditions governing the Depositor’s use of the Account (defined below). The Financial Institution does not offer the Account other than in accordance with these terms and conditions. By requesting and using the Account, the Depositor acknowledges its acceptance of these terms and conditions.In consideration of the Financial Institution agreeing to operate the Account, the Depositor agrees as follows:

1. DEFINITIONS

1.1 INTERPRETATION – 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 the Depositor’s Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone.

“Account” means any of the Depositor’s business accounts or subaccounts (if applicable) that the Depositor may have now or in the future at the Financial Institution.

“Account Documentation” means all documents, including the application and all agreements, between the Depositor and the Financial Institution that govern the operation of the Account.

“ATM” means an automated teller machine.

“Authorized Signatory” means the Depositor and any person authorized by the Depositor to exercise any or all of the following powers (either alone or with another person or persons) on behalf of the Depositor: sign binding agreements to designate any Authorized User(s), establish a member relationship with, become and act as the Depositor with, and borrow funds from, the Financial Institution, and for whom notice of any or all such authorization(s) has/have been given to the Financial Institution.

“Authorized User” means the Depositor and any person authorized by the Depositor to exercise any or all of the following powers (either alone or with another person or persons) on behalf of the Depositor: sign Instruments, access the Account using Member Card® Services or otherwise, provide instructions, including Remote Instructions, to the Financial Institution, and complete any and all other duties required with respect to the Account, and for whom notice of any or all such authorization(s) has/have been given to the Financial Institution.

“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.

“Certified Facsimile Signature” means a Facsimile Signature of the Depositor, Authorized User, and/or Authorized Signatory, as applicable, of which a certified copy has been given to the Financial Institution.
“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, including a Smart Card, issued by the Financial Institution that allows the holder of the card to deposit cash and/or 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.

“Depositor” means the customer or member of the Financial Institution who holds the Account with the Financial Institution.

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

“EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epostTM) 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 the Depositor 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 or the United States, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to the Depositor with the payee in blank or endorsed over to the Depositor and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to the Depositor from anyone other than the drawer, endorsed over to the Depositor, 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/or 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 the Canadian Payments Association, being an account in the Depositor’s or Authorized User’s name or on which the Depositor or Authorized User has the authority to independently authorize Transactions.

“Facsimile Signature” means a signature engraved, lithographed, printed, stamped, or otherwise mechanically reproduced or computer-generated on an Instrument.

“Financial Institution” means the financial institution, named in the Account Documentation, where the Depositor holds the Account.

“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.

“Member Card® Services” means the services offered by the Financial Institution from time to time allowing the Authorized User with a Member Card® Debit Card and a PIN to access the Account by electronic means.

“Night Deposit Service” means the service that allows the Authorized User to make deposits or leave items for safekeeping after regular business hours.

“Notice Contact Information” means the contact information, including, without limitation, postal address, email address, fax number, or telephone number, provided by the Depositor to, and accepted by, the Financial Institution, through which the Financial Institution gives written notice to the Depositor in accordance with this Agreement.

“Notification” means a written notification generated by or on behalf of the Financial Institution that provides, to the Depositor, notice of a pending or completed Transaction or a summary of the balance of the Account, including notifications issued by email or SMS text messages to any of the Depositor’s Notice Contact Information.

“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, or Rules of the Canadian Payments Association.

“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.

“Overdraft Rate” means the per annum rate of interest, regardless of compounding frequency, designated by the Financial Institution as its “Overdraft Rate” from time to time.

“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 and/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. 

“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 the Depositor or Authorized Users 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 an Authorized User, and such other financial management services as may be offered from time to time by the PFM Service provider or the Financial Institution.

“PIN” means the personal identification number used with the Debit Card to access the Account. 

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

“Point-of-Sale Transaction” means the use of the Debit Card and the PIN as may be permitted from time to time by the Financial Institution for
a) the transfer of funds from the Account to purchase or lease goods or services from a merchant (the “Merchant”);
b) the transfer of funds from the 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 the 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 the Depositor’s written request.

“Remote Deposit Service” means the remote deposit capture service provided by the Financial Institution and Central 1, and accessed through Direct Services, that allows the Depositor, using an Access Terminal and/or any other means authorized by the Financial Institution in its 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 by the Authorized User to the Financial Institution with respect to the operation of the Account from a remote location using a computer, portable hand-held device, telephone, mobile telephone, fax, via the Financial Institution’s online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution in order to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

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

“Smart Card” means a Debit Card that has an embedded integrated circuit that can process data and protect the cardholder from fraudulent use.“Third Party” means any person, firm, corporation, association, organization, or entity other than the Financial Institution or Central 1.

“Trade Name” means the trade name(s) set out in the Account Documentation.

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

2. GENERAL

2.1 LIABILITY – If the Depositor is a sole proprietorship or a corporation, the Account may be recorded in the name of the Depositor, and the Depositor is liable for all Transactions entered into with the Financial Institution under the name of the Depositor or the Trade Name, if applicable, whether the Transactions were entered into by the Depositor or by any other person or persons acting under the Depositor’s authority, whether that authority was expressed, implied, or apparent. All statements, notices, and other documents addressed to a Trade Name will be deemed to be addressed to the Depositor.

2.2 JOINT AND SEVERAL LIABILITY – If the Depositor is a partnership, the partners are jointly and severally liable to the Financial Institution for all Transactions on the Account and for all obligations, debts, and liabilities of the Depositor under this Agreement. Each partner acknowledges and agrees that it is bound by all Transactions conducted by the Authorized User(s) on the Account. This joint and several liability continues even if the Depositor is dissolved or any of the partners withdraws, retires, or dies.If the Account is opened for, or on behalf of, an unincorporated association, whether or not the unincorporated association is the Depositor as permitted by the laws of the province governing the Financial Institution, the Authorized Signatories are jointly and severally liable to the Financial Institution for all Transactions on the Account and for all obligations, debts, and liabilities of the Depositor under this Agreement. Each Authorized Signatory acknowledges and agrees that he or she is bound by all Transactions conducted by the Authorized User(s) on the Account. This joint and several liability continues even if the Depositor is dissolved or any of the Authorized Signatories withdraws, retires, or dies.

​2.3 FORMS – The Depositor will use only such forms and Instruments as may be authorized by the Financial Institution from time to time. 

2.4 SERVICE CHARGES AND FEES – The Depositor will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party. The Depositor will pay the service charges that the Financial Institution establishes from time to time for the Account, including, without limitation, service charges for providing records regarding the Depositor that the Financial Institution is legally required to provide. The Depositor acknowledges receipt of a schedule of the Financial Institution’s charges for the Account in effect at the time of acceptance of this Agreement. The Financial Institution may from time to time increase or decrease the service charges for the Account and provide notice of such changes by sending a notice to the Depositor’s last known Notice Contact Information, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the change to the attention of the Depositor. Current service charges for the Account may be obtained by contacting the Financial Institution or through the Financial Institution’s website. The Depositor is responsible for determining the then current service charges for the Account it requests in advance of requesting those services. By requesting the Account, the Depositor acknowledges its agreement to pay service charges for the Account requested by it then in effect. The Financial Institution can deduct service charges from the Account (or other accounts of the Depositor with the Financial Institution) when the service is requested or performed. New or amended service charges and fees will become effective on the earlier of 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 the Financial Institution.

2.5 VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY THE FINANCIAL INSTITUTION – All Transactions are subject to verification and acceptance by the Financial Institution 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 the Depositor authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, 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, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest.

2.6 NOTING OR PROTESTING – The Depositor 
a) will be liable, without presentation, protest, or notice of dishonour to any parties, for the nonacceptance or nonpayment of any bills, notes, cheques, or other Instruments the Depositor delivered to the Financial Institution for deposit, discount, collection, or otherwise; and
b) will be liable to the Financial Institution as if proper notice of dishonour, protest, and presentment had been made or given;
and the Financial Institution may
c) charge such items, when dishonoured, to the Account in accordance with article 5.3, Returned Items; andd) note or protest any item should the Financial Institution consider it advisable to do so, but the Financial Institution will not be liable for failure to note or protest any such item.

2.7 AUTHORIZED SIGNATORY(IES) AND USER(S) – If the Depositor is not a sole proprietorship, or is a sole proprietorship that wants to appoint an Authorized User(s), the Depositor will provide the Financial Institution with
a) a certified true copy of the resolution(s) of the Account Holder or Organization, as applicable, setting forth the powers of the Authorized User(s), the number and combination of Authorized User(s) required to exercise the powers, the names or positions of the Authorized Signatory(ies), and, where applicable, the names of any other persons with whom the Financial Institution may communicate in respect of the operation of the Account; and
b) a replacement certificate(s), or a certified copy of the resolution(s), as applicable, if the Authorized Signatory(ies) and/or Authorized User(s) or other authorized persons change(s).

The Financial Institution will be entitled to rely on the information contained in the last certified resolution(s) and/or replacement certificate(s) of the Depositor delivered under this article.

2.8 TRADE NAME – In return for the Financial Institution agreeing to deal with Instruments made payable to, or endorsed in favour of, the Trade Name as though such Instruments were made payable to, or endorsed in favour of, the Depositor in the Depositor’s name, the Depositor agrees that the Depositor will be liable and responsible to the Financial Institution for such Instruments as though the Instruments were made payable to or endorsed in favour of the Depositor in the Depositor’s name.The Depositor hereby agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution by reason of the Financial Institution dealing with Instruments made payable to, or endorsed in favour of, the Trade Name. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s heirs, executors, successors and assigns.

2.9 ENDORSEMENT STAMP – The Depositor may use a stamped impression bearing the Depositor’s name to endorse Instruments the Depositor delivers to the Financial Institution for deposit, discount, collection, or otherwise. Endorsement in such a manner will be as binding on the Depositor as an endorsement actually signed by the Depositor or by an Authorized User.

2.10 CERTIFIED FACSIMILE SIGNATURES – The Depositor may, from time to time, provide the Financial Institution with certified copies of the Facsimile Signatures of the Depositor, Authorized User(s), and/or Authorized Signatory(ies), as applicable. The Financial Institution shall be entitled to treat and rely upon each Certified Facsimile Signature on an Instrument that is or appears to be authentic as the original and genuine signature of the Depositor, Authorized User(s), and/or Authorized Signatory(ies).The Depositor will maintain appropriate security over all signature stamps, other devices, and computer programs used to apply or generate Facsimile Signatures on Instruments. 

2.11 TRUE INFORMATION – The Depositor agrees, and shall ensure that each Authorized Signatory and/or Authorized User, as applicable, agrees, to provide true, accurate, current, and complete information about the Depositor, Authorized Signatory, Authorized User, and the Account when required by the Financial Institution and/or this Agreement. Further, the Depositor agrees, and shall ensure that each Authorized Signatory and/or Authorized User, as applicable, agrees, to notify the Financial Institution of any changes to such information within a reasonable period of time.

3. USE OF SERVICES

3.1 NIGHT DEPOSIT SERVICE – At the Depositor’s request, the Financial Institution will accept for deposit monies or Instruments acceptable to the Financial Institution placed in an envelope or deposit bag supplied by the Financial Institution and placed by the Depositor in the night depository, provided that the monies and Instruments are accompanied by a properly completed deposit slip signed by the Depositor and enclosed in the same envelope or deposit bag.

The Financial Institution will open the night depository on each business day of the branch during regular business hours and will deposit any monies and Instruments acceptable to the Financial Institution in the manner directed by the Depositor.The Depositor agrees that the authorized Financial Institution officers who open the night depository and deposit the monies or Instruments to the credit of the Account are acting as the Depositor’s agent up to the time at which the monies or Instruments are actually entered and recorded as having been deposited to the Account, and the Depositor nominates, constitutes, and appoints any such authorized Financial Institution officers to deposit any monies or Instruments placed by the Depositor in the night depository to the credit of the Account as directed by the accompanying deposit slip.The Depositor acknowledges receipt of the number of access keys indicated on the Account Documentation. The Depositor will not duplicate any keys without the Financial Institution’s prior written approval.

3.2 DIRECT SERVICES AND MEMBER CARD® SERVICES – The Depositor may use or authorize the use of the Direct Services and/or the Member Card® Services to access any permitted Account and to authorize such Transactions as may be permitted by the Financial Institution from time to time, commencing upon the day these terms and conditions are accepted by the Depositor and the Depositor’s request for Direct Services and/or Member Card® Services are approved by the Financial Institution. If Member Card® Services is approved, the Financial Institution will issue a Debit Card to an Authorized User on request of the Depositor and will permit the Authorized User to select a PIN. The Depositor cannot use Direct Services or Member Card® 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 the Financial Institution’s approval. The Financial Institution may, from time to time, add to or delete from the types of use permitted and Direct Services and/ or Member Card® Services offered.The Depositor will not permit any Authorized User to deposit any coins, non-negotiable items, or anything not acceptable for deposit to the Account into any ATM. The Depositor will pay to the Financial Institution any damages, costs, or losses suffered by the Financial Institution as a result of any such deposit.A Debit Card’s issue does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

3.3 DIRECT SERVICES AND MEMBER CARD® SERVICES ACKNOWLEDGMENT – The Depositor acknowledges and agrees 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 the Depositor;
b) even if more than 1 signature is required on cheques and withdrawal slips, any 1 Authorized User may conduct Transactions using Direct Services and/or Member Card® Services, including transferring money out of the Account and making bill payments;
c) anyone with access to the PAC, PIN, and/or PIW may be able to access Direct Services and/or Member Card® Services and may use the PAC, PIN, and/or PIW to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
d) the Financial Institution will not be liable in any way to the Depositor 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 the Depositor, or if bills owed by a person other than the Depositor are paid;
e) the Depositor will be liable for all Transactions conducted using Direct Services and/or Member Card® Services, including Transactions that benefit a person other than the Depositor or that result in the payment of bills owed by a person other than the Depositor; and
f) a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

3.4 BILL PAYMENTS – The Authorized User acknowledges and agrees that

a) bill payments made through Direct Services, an Access Terminal, or at a branch of the Financial Institution 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 initiated and the internal accounting processes of the bill payment recipient;
b) it is the responsibility of the Authorized User 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) the Financial Institution 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 the Authorized User has made or received a bill payment in error, the Financial Institution may, but is not obliged to, assist the Authorized User by initiating or processing a ‘Bill Payment Error Correction Debit’, as defined under the Rules, and if so initiated, the Depositor agrees to indemnify the Financial Institution for any direct loss, costs, or damages incurred, and will pay to the Financial Institution any reasonable service charges or fees related to the provision of the service; and
f) if the Financial Institution, absent gross negligence or wilful misconduct, initiates or processes a Bill Payment Error Correction Debit affecting the accounts or affairs of the Authorized User, the Financial Institution shall be held harmless for any and all loss, costs, or damages suffered or incurred by the Authorized User, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

3.5 AVAILABILITY OF DIRECT SERVICES AND MEMBER CARD® SERVICES – The Depositor acknowledges that the availability of Direct Services and/or Member Card® 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 the Depositor may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide Direct Services and/or Member Card® 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 the Depositor has advised the Financial Institution of such consequences. The Depositor releases and agrees to hold harmless the Financial Institution and Central 1 from any and all Interruption Claims.

3.6 EDP SERVICES – If the Financial Institution through Direct Services makes EDP Services available and the Depositor uses the EDP Services,
a) the Depositor consents to epostTM preparing, using, and disclosing reports relative to the performance and/or operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or the Depositor, and reports that pertain to the Depositor’s involvement in and use of the EDP Services. The Depositor further consents to epostTM disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which the Depositor has registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of the Depositor’s viewing activities;
b) the Depositor acknowledges that epostTM will not respond directly to the Depositor with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct the Depositor to the Financial Institution or the Biller; and
c) the Depositor acknowledges that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, the Depositor’s participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.

3.7 TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services enables the Depositor to link multiple Accounts to a single user name to allow the Depositor 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) the Financial Institution reserves the right to refuse to accept any Account;
b) the Depositor agrees that the Financial Institution, at its 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) the Financial Institution reserves the right to limit the number of Accounts that can be linked;
d) the Financial Institution reserves the right to limit the dollar amount of Transactions made to or from a linked Account;
e) the Financial Institution reserves the right to limit the number of Transactions made to or from a linked Account;
f) 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 the Financial Institution, during which time the Transaction or portion thereof will not be accessible to the Depositor;
g) the Depositor agrees that the Financial Institution cannot guarantee the date of a Transaction to and/or 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
h) all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

3.8 EMT SERVICES – If the Financial Institution through Direct Services makes EMT Services available and the Depositor uses the EMT Services, the Depositor acknowledges and agrees that
a) the EMT Services are only available in Canadian dollars; 
b) the Account will be debited as soon as the Depositor initiates a Transaction and the Financial Institution may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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 the Depositor;
d) 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, Acxsys Corporation, or a Participating Financial Institution;
e) an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after the Depositor originates the Transaction;
f) as the sender, the Depositor 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) the Financial Institution, 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) the Financial Institution 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, the Depositor will not include the EMT Answer in the Transaction details;
k) as the recipient, the Depositor will not disclose the EMT Answer except as required to claim or decline the Transaction;
l) the recipient may claim a Transaction using the online banking services of the Financial Institution or another Participating Financial Institution or through the Acxsys Corporation payment service;
m) if the recipient declines a Transaction that the Depositor initiated, the Transaction will be returned to the Depositor;
n) funds usually arrive in the recipient’s account within 3 to 5 business days from the day the recipient successfully claims the Transaction. The Financial Institution cannot guarantee the date of deposit;
o) as the sender, the Transaction will be returned to the Depositor 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 the Depositor, or if the recipient declines the Transaction. The Depositor is responsible for providing the recipient’s correct EMT Contact Information and further agrees that the recipient has consented to the Depositor’s use of the EMT Contact Information for EMT Services purposes, including its provision to the Financial Institution, 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. The Financial Institution will not pay interest on the Transaction amount;
q) 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;
r) the Depositor is responsible for providing valid EMT Contact Information and will immediately update it via Direct Services if there are any changes to said EMT Contact Information;
s) as the sender, the Depositor may cancel a Transaction up to the time the recipient successfully claims the Transaction. As the recipient, the Depositor acknowledges that a Transaction may be cancelled up to the time the Depositor successfully claims the Transaction;
t) all disputes will be handled directly between the sender and the recipient;
u) the Financial Institution may refuse to provide EMT Services for the Depositor; and
v) the Financial Institution 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 processing a Transaction or for Transactions claimed by someone other than the intended recipient.

3.9 PERSONAL FINANCIAL MANAGEMENT – If the Financial Institution, through Direct Services, makes the PFM Service available, the Depositor agrees that the terms and conditions in this article 3.9, Personal Financial Management, govern the Depositor’s and Authorized User’s use of the PFM Service and are binding upon the Depositor. 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 conditionswill apply in respect of the PFM Service. In addition, if the Depositor subscribes 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 3.9, Personal Financial Management, then the PFM Special Terms will apply for the PFM Service. Further,in connection with the PFM Service, the Depositor agrees, and shall ensure that each Authorized User agrees, to provide true, accurate, current, and complete information about an asset and/or liability when required by the Financial Institution. Further, the Depositor agrees, and shall ensure that each Authorized User agrees, to notify the Financial Institution of any changes to such information within a reasonable period of time;the Depositor agrees, and shall ensure that each Authorized User agrees, to inform the Financial Institution, 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;the Financial Institution 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;the Financial Institution reserves the right to verify the External Account;the Depositor or Authorized User must provide authorization to add an asset or liability to the PFM Service;the Depositor agrees, and shall ensure that each Authorized User agrees, to not link, or add, to the PFM Service an External Account, asset, or liability that is not owned by the Depositor or Authorized User;the Financial Institution reserves the right to limit the number of External Accounts, assets, and/or liabilities that can be linked or added to the PFM Service;the Depositor agrees, and shall ensure that each Authorized User 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 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 the Depositor or an Authorized User accesses Direct Services, but may be more or less frequent; andthe Depositor acknowledges and agrees that any information provided by the Depositor or an Authorized User about an asset or liability that is not under an External Account or the Account, is provided at the sole discretion of the Depositor or Authorized User. Further, the Depositor agrees, and shall ensure that each Authorized User agrees, that it is the Depositor’s sole responsibility to keep such information current.

3.10 REMOTE DEPOSITS – If the Financial Institution, through Direct Services, makes the Remote Deposit Service available and the Depositor uses the Remote Deposit Service, the Depositor acknowledges and agrees that:solely for the Remote Deposit Service, the Financial Institution appoints the Depositor as its agent, to act on behalf of the Financial Institution in the creation and transmission of an Official Image to the Financial Institution, and any other related duties that may be required by the Financial Institution, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by the Financial Institution 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. The Depositor acknowledges and agrees that this role as agent cannot be further delegated by the Depositor except to an Authorized User appointed in accordance with the Account Documentation. Further, the Depositor acknowledges and agrees that the Depositor shall be personally responsible and liable for:compliance with this Agreement,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,ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Bill,maintaining adequate safeguards and procedures for the preservation of originals of all Eligible Bills transmitted as Official Images, andverifying 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 the Financial Institution 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;the Financial Institution 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 this Agreement and any policies of the Financial Institution governing Instruments;the creation of an Official Image will be done using a method authorized by  the Financial Institution, in its sole discretion, from time to time. Further, the Depositor agrees to take all proper and necessary precautions to prevent any other person, except an Authorized User appointed in accordance with the Account Documentation, from purporting to create or transmit an Official Image to the credit of the Depositor’s Account;nothing in this Agreement obliges the Financial Institution to accept for deposit any item whether it is or purports to be an Official Image. The Depositor 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 the Depositor from anyone other than the drawer of that item, or that is in any way altered. If the Depositor has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then the Depositor 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 the Financial Institution, and fully disclose all material facts known by the Depositor relating to that item and fully cooperate with any inquiry or investigation of the concerns;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 the sole discretion of the Financial Institution from time to time. The Depositor 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;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 the Depositor;any Transaction made on any day or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution;once an Official Image of an Eligible Bill has been transmitted to the Financial Institution 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 the Depositor is requested to do so by the Financial Institution in writing. Further, the Depositor agrees 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, the Depositor agrees to indemnify and hold the Financial Institution and its 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 the Depositor’s use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. The Depositor 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, the Depositor 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;on transmission of an Official Image of an Eligible Bill to the Financial Institution, the Depositor is 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 pencil, pen, or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to the Financial Institution, or such shorter period as stipulated by the Financial Institution in writing, the Depositor shall retain and produce to the Financial Institution on written request the original of all imaged Eligible Bills. If the Depositor receives a written request to retain or produce, the Depositor will comply with the written request, and shall, if requested, produce, by delivering to the Financial Institution, the original of all specified Eligible Bills within 5 business days of such request. If the Depositor fails to comply with the written request made pursuant to this provision, then the Financial Institution can place 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 the Financial Institution through the Remote Deposit Service or such shorter period as stipulated by the Financial Institution in writing, and provided that the Depositor has verified a creditto the Account that reconciles to the Official Image transmitted, the Depositor 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;the Depositor is responsible for any and all costs associated with obtaining a replacement Instrument in the event that the Financial Institution requests that the Depositor re-transmit an Official Image in accordance with h) above, and the original Instrument was destroyed in accordance with i) above or otherwise lost;in the Financial Institution’s sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor uses the Remote Deposit Service to transmit an Official Image, including to advise the Depositor of the receipt by the Financial Institution of an Official Image. To receive such electronic notices, the Depositor must provide the Notice Contact Information required by the Financial Institution;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 the Financial Institution or that the Account will be credited; andthe 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 use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or the Financial Institution requiring the Depositor to obtain another Instrument.

3.11 ONLINE PAYMENT – If the Financial Institution, through Direct Services, makes the Online Payment Service available and the Depositor uses the Online Payment Service, the Depositor acknowledges and agrees that:
the Online Payment Service is only available in Canadian dollars from Participating Merchants;
Transactions for the Online Payment Service must be initiated by the Depositor through the appropriate online payment option available on the website of a Participating Merchant;as soon as the Depositor 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. The Financial Institution will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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;
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 the Depositor;
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, Acxsys Corporation, a Participating Merchant, or a Participating Financial Institution;
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 the Depositor;
the Financial Institution 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;
if the Participating Merchant cancels, declines, or fails to claim a Transaction that the Depositor authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, the Financial Institution cannot guarantee the date or time that the hold on the Transaction amount will be removed;the Financial Institution, 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;
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 the Depositor;
all disputes, including requests for refunds, will be handled directly between the Depositor and the Participating Merchant without the participation of the Financial Institution 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;
the Financial Institution may refuse, in its sole discretion, to provide the Online Payment Service for the Depositor;
in the Financial Institution’s sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor authorizes a Transaction, including to advise the Depositor that the Account has been debited. To receive an electronic Notification, the Depositor must provide the Notice Contact Information required by the Financial Institution;
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 the Depositor has successfully purchased the product or service from the Participating Merchant; and
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 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.

3.12 FOREIGN CURRENCY TRANSACTIONS – If the Depositor provides instructions to the Financial Institution on an Account that is denominated in a currency other than the currency of the Account, a conversion of currency may be required. In all such Transactions and at any time a conversion of currency is made, the Financial Institution may act as principal with the Depositor in converting the currency at rates established or determined by the Financial Institution, affiliated parties, or parties with whom the Financial Institution contracts. The Financial Institution, its affiliates, and contractors may earn revenue and commissions, in addition to applicable service charges, based on the difference between the applicable bid and ask rates for the currency and the rate at which the rate is offset in the market.

3.13 NO OBLIGATION – Nothing in this Agreement will oblige the Financial Institution to:honour any Instrument drawn by the Depositor on the Financial Institution,accept any monies for investment in shares or for deposit,redeem shares,transfer money, orlend money to the Depositor.

4. DEPOSITOR INSTRUCTIONS

4.1 INSTRUMENTS – Notwithstanding article 2.5, Verification and Acceptance of Transactions by the Financial Institution, the Depositor acknowledges and agrees that the Financial Institution will not be obliged to examine or assure itself of the regularity or validity of any endorsement or signature appearing on any Instrument. The Depositor releases the Financial Institution from all claims by the Depositor or others concerning the regularity or validity of any endorsement or signature.If the Depositor is not a sole proprietorship, the Depositor further acknowledges and agrees that if more than 1 endorsement or signature is required on an Instrument, that such an arrangement is solely between the Depositor and the Authorized User(s), whether the Financial Institution has notice of such an arrangement, including in   the form described in article 2.7, Authorized Signatory(ies) and User(s), or not. The Depositor releases and agrees to indemnify and hold harmless the Financial Institution from all claims by the Depositor or others concerning the adequacy or authority of endorsements or signatures required in any arrangement made between the Depositor and the Authorized User(s).The Depositor authorizes the Financial Institution, without enquiry, to honour and pay Instruments drawn on the Account, regardless of whether such Instruments are:drawn to the order of the Depositor or one of the Authorized Users who signedthem on behalf of the Depositor,payable to cash or bearer,payable to the order and negotiated by or on behalf of the Depositor,encashed or tendered to pay the obligations of the Depositor or one or more of the Authorized Users who signed them on behalf of the Depositor, ordeposited to the credit of the Depositor or one of the Authorized Users who signed them on behalf of the Depositor.

4.2 COUNTERMANDS – Any countermand of payment (commonly called a “stop payment”) of an Instrument drawn on the Account must be in writing and signed by the Authorized User who signed the Instrument that is the subject of the countermand, or by some other person(s) duly authorized by the Depositor. On receiving a countermand of payment of an Instrument drawn on the Account, the Financial Institution will:use reasonable diligence to comply with the countermand, butnot be liable to the Depositor or any other person by reason of complying with, or failing to comply with, the countermand, whether the Financial Institution is negligent, wilfully negligent, or otherwise.The Depositor hereby agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution by reason of it complying with, or failing to comply with, a countermand of payment. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

4.3 REMOTE INSTRUCTIONS – The Depositor may provide Remote Instructions to any branch of the Financial Institution as permitted by the Financial Institution, online through the Direct Services web portal, or through the Financial Institution’s 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 the name of the Depositor along with any requisite PAC and/or PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to the Financial Institution by mail and signed by an Authorized User on 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.Remote Instructions are deemed received by the Financial Institution only when actually received and brought to the attention of an authorized officer 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 the Financial Institution, or at such other telephone or fax number or email address as the Financial Institution may advise the Depositor by notice in writing, or online through the Direct Services web portal. Any Authorized User(s) permitted to provide Remote Instructions may act alone and provide Remote Instructions to the Financial Institution on behalf of the Depositor, even if the certified resolution provided in accordance with article 2.7, Authorized Signatory(ies) and User(s), specifies that 2 or more Authorized Users are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as an Authorized User is in fact an Authorized User, and can rely upon such, and the Financial Institution may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in the name of the Depositor will bind the Depositor.

4.4 ACCESS TERMINAL TRANSACTIONS – The Depositor acknowledges and agrees that:using the PAC, PIN, and/or PIW to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Depositor in person or as otherwise contemplated or permitted by this Agreement;the Depositor will be bound by each such Transaction; andonce a PAC, PIN, and/or PIW has been used to authorize a Transaction, the Transaction may not be revoked or countermanded.This Agreement and the fact that the Depositor has use of a Debit Card does not give the Depositor any credit privileges or any entitlement to overdraw the Account, except as provided by separate agreement with the Financial Institution.The Depositor irrevocably authorizes and directs the Financial Institution 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, PIN, and/or PIW, in person by the Depositor or Authorized User, or as otherwise contemplated or permitted by this Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

4.5 LOST OR DESTROYED INSTRUMENT – If an Instrument drawn on the Account is lost or destroyed while in the possession of another financial institution or its agents, the Financial Institution may, for all purposes, treat a copy of the Instrument, certified as being a true copy by the other financial institution, as though it were the original Instrument.

4.6 LOST OR STOLEN DEBIT CARD OR COMPROMISED PIN – If the Depositor suspects or becomes aware that the Debit Card is lost or stolen, or that the PIN has been made accessible to another person, then the Depositor will notify the Financial Institution or its agent immediately, in person or by telephone. Notification will only be considered given if the Depositor speaks directly to an authorized Financial Institution officer or agent. Upon receipt of such notice, the Depositor’s liability for further unauthorized use of the Debit Card will terminate. If the Depositor notified the Financial Institution promptly and cooperated in any investigation, once the Financial Institution is satisfied that the Depositor is the victim of fraud, theft, or coercion by trickery, force, or intimidation, the Depositor will be entitled to recover from the Financial Institution any direct losses from the Account through the use of the Debit Card in such fraud, theft, or coercion incurred after notice is given to the Financial Institution.

5. COLLECTIONS

5.1 DEPOSITS – The Financial Institution may:collect or present for acceptance or payment, through such banks or other agents as the Financial Institution may deem best, all Instruments delivered by the Depositor for deposit, discount, collection, or otherwise;accept in payment of, or remittance for, such Instruments, cash or bank drafts, cheques, settlement cards, clearing house slips, or any other evidence of payment from the banks or other agents; andplace a hold on the proceeds of an Instrument presented by the Depositor until the Financial Institution accepts payment of, or remittance for, such Instrument.Any deposit made on any day during which the Financial Institution is not open for business, or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution.The banks or other agents described in a) and b) above will be deemed the Depositor’s agent and not the Financial Institution’s agent.The Financial Institution will not be liable for:any loss resulting from the acceptance of such evidence as a payment in lieu ofcash,the failure of any bank or other financial institution or any agent to remit the same,the nonpayment of any cheque, bank draft, settlement card, clearing house slip, or any other evidence of payment accepted in payment or as a remittance from any other bank or agent, orthe default, neglect, or mistakes of any such banks or agents.The Financial Institution will be responsible only for the monies actually irrevocably received by the Financial Institution from such banks or agents and free of any Third Party claims.

5.2 HOLD ON ACCOUNTS OR TRANSACTIONS – The Financial Institution may place a hold on the Account if:the Financial Institution becomes aware of suspicious or possible fraudulent or unauthorized Account activity that may cause a loss to the Depositor, the Financial Institution, Central 1, or an identifiable Third Party;an issue arises as to who the proper signing authorities are on the Account; ora claim is made by a Third Party to the funds in the Account which, in the Financial Institution’s sole discretion, is potentially legitimate.The Depositor authorizes the Financial Institution to make such inquiries and do such things, at the Depositor’s expense, as the Financial Institution deems necessary to resolve any of the issues noted above, including applying, at the Depositor’s expense, to a court of competent jurisdiction (a “Court”) to pay funds into Court and/or seek directions from a Court. The Depositor agrees to indemnify the Financial Institution for any expense or cost incurred by the Financial Institution arising from the need to place a hold on the Account or Transactions, including but not limited to expenses incurred relating to an application to a Court. If the Depositor is requested and fails to do so, the Financial Institution may, in its sole discretion, close or place a hold on the Account, free of any responsibility or liability for unprocessed Transactions during such time. Any credit to the Account for any non-cash Instrument is provisional and subject to a hold or reversal unless the Financial Institution has received actual irrevocable payment, free of any Third Party claims.

5.3 RETURNED ITEMS – The Financial Institution is authorized to debit the Account with the amount of any Instrument that:is not paid on presentation,the Financial Institution has paid and is then called upon to refund,may be dishonoured by nonacceptance or nonpayment,is drawn on the account of a party that is bankrupt or insolvent,the proceeds of which, through no fault of the Financial Institution, have been lost, stolen, or destroyed,the proceeds of which, for any reason, the Financial Institution is unable to collector withdraw,has been cashed, negotiated, or credited to the Account but that has not beenfound good, oris found to be forged, fraudulent, counterfeit, or unauthorized, regardless of whether or not the Instrument has cleared.The Depositor further acknowledges and agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution in connection with the foregoing, and authorizes the Financial Institution to debit the Account in respect of any such liability, costs, damages, and/or expenses. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

5.4 OVERDRAFTS – If:
a) 
the Financial Institution honours an Instrument drawn by the Depositor on an Account and insufficient funds stand to the credit of that Account to pay the Instrument in full;an Instrument delivered by the Depositor to the Financial Institution for deposit, discount, collection, or otherwise is returned to the Financial Institution dishonoured, and insufficient funds stand to the credit of the Account to permit the Financial Institution to debit the full amount of the dishonoured Instrument; orthe Financial Institution charges a fee, service charge, or other debit that the Financial Institution is authorized to charge to the Account, and if the funds standing to the credit of that Account are less than the amount charged to the Account;then such event may, at the discretion of the Financial Institution, constitute:an application to redeem or transfer Financial Institution shares owned by the Depositor or to withdraw or transfer monies on deposit from an Account in the Depositor’s name, to the extent that the funds standing to the credit of the particular Account are insufficient to pay the Instrument in full, or to permit the Financial Institution to charge the returned item or the fee, service charge, or debit to that Account; andan application for a loan to the extent that the shares or monies standing to the credit of the Account in the Depositor’s name are insufficient to permit the payment or charging described in d) above.If the Financial Institution grants a loan under e) above, the loan will be immediately due and payable forthwith without demand and the Depositor will pay interest on the balance of the loan at the Financial Institution’s Overdraft Rate in effect from time to time.The foregoing provisions do not give the Depositor any right to overdraw an Account or to authorize or permit anything, including a PAD or a Transaction authorized through a Debit Card, that would result in a negative balance in the Account. The Depositor agrees to indemnify the Financial Institution under article 7.3, Indemnity, e).

6. ACCOUNT SECURITY AND RISK

6.1 DEPOSITOR RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement:if the Authorized User did not reveal the PAC, PIN, and/or PIW to any other person, other than authorized Financial Institution agents or officers when required by the Financial Institution, or write it down or otherwise record it,  and changed the PAC, PIN, and/or PIW when required by this Agreement,   the Depositor will not be liable for any unauthorized use that occurs after the Financial Institution has received written notice from the Depositor that the PAC, PIN, and/or PIW may have become known to someone other than the Authorized User. The Financial Institution will not be considered to have received written notice until the Financial Institution gives the Depositor written acknowledgement of receipt of such notice; andthe Financial Institution will not otherwise be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in the name of the Depositor, whether or not the Depositor or the Authorized User actually gave the Remote Instructions. The Financial Institution will not be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made in the name of the Depositor, whether or not the Depositor or the Authorized User actually gave the no statement request by Remote Instructions.

6.2 FRAUD PREVENTION AND DETECTION – The Depositor agrees 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.The Depositor further agrees to diligently supervise and monitor the conduct and work of all agents and employees having any role in the preparation of the Depositor’s Instruments, the Depositor’s reconciliation of the statement of account for the Account, or other banking functions.

6.3 PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Transaction or an unauthorized Transaction, the Depositor will report the issue immediately to the Financial Institution. The Financial Institution will investigate and respond to the issue on a timely basis. The Financial Institution will not unreasonably restrict the Depositor from the use of the Account subject to dispute, as long as it is reasonably evident that the Depositor or the Authorized User(s) did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with this Agreement. The Financial Institution 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 the Depositor. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that the Depositor has complied with this Agreement and on the balance of probabilities it is shown that the Depositor or the Authorized User(s) took all reasonable and required steps to:protect the confidentiality of the PAC, PIN, and/or PIW as required by this Agreement;use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement; andact 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.

6.4 DEBIT CARD CODE OF PRACTICE – This Agreement is drafted with due regard to the Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from the Financial Institution on request.If the Depositor is not satisfied with the Financial Institution’s response, the Financial Institution will provide the Depositor, upon request, with a written account of its investigation and the reason for its findings. If the Depositor is not satisfied, the issue will be referred for mediation to either a Financial Institution system dispute resolutionservice, or if no such service is available, to an external mediator if agreed between the Depositor and the Financial Institution. Neither the Financial Institution nor the Depositor will have the right to start court action until 30 days have passed since the problem was first raised with the Financial Institution.Any dispute related to goods or services supplied in a Point-of-Sale Transaction is strictly between the Depositor and the Merchant, and the Depositor will raise no defence or claim against the Financial Institution.

6.5 ACCESS TERMINAL SECURITY – If Direct Services are made available through the Internet or a telephone service provider, the Depositor acknowledges 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 the risk of the Depositor. The Depositor acknowledges and shall ensure that any private Access Terminal used by an Authorized User to access Direct Services is auto-locked by a password to prevent unauthorized use of the Access Terminal, has a current anti-Contaminant program and a firewall, and that it is the Depositor’s responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. The Depositor further acknowledges that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Authorized User will sign out of Direct Services and, where applicable, close the browser when finished using it. The Depositor further acknowledges that using public or shared computers and Access Terminals, or using Access Terminals in a public place or through an open WiFi or shared Bluetooth portal, to access Direct 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, PIN, and/or PIW.

6.6 PAC, PIN, AND PIW CONFIDENTIALITY – The Financial Institution can assign and/ or require the Depositor to select and use a PAC, PIN, and/or PIW in connection with this Agreement. The Depositor agrees to ensure that the Authorized User(s) keep the PAC, PIN, and PIW confidential and will only reveal them to authorized Financial Institution agents or officers when required by the Financial Institution. The Depositor agrees to ensure that the Authorized User(s) will not record the PAC, PIN, or PIW in any format or medium. The Depositor can change the PAC, PIN, or PIW at any time. The Depositor will advise the Authorized User(s) that the Authorized User(s) may, by notice in writing to the Financial Institution, change the PAC, PIN, or PIW at any time. The Depositor agrees to ensure that the Authorized User(s) change(s) the PAC, PIN, or PIW if and when required by the Financial Institution. The Depositor acknowledges that the PAC, PIN, and/or PIW must be changed if there is a change in the Authorized Users on the Account.The Depositor is responsible for all use of the PAC, PIN, and/or PIW and for all Transactions on the Account.The Depositor acknowledges that the Financial Institution may, from time to time, implement additional security measures, and the Depositor will comply with all instructions and procedures issued by the Financial Institution in respect of such security measures. The Depositor is aware of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. The Depositor agrees not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through the Financial Institution’s Internet banking website or through the Financial Institution’s published contact information as shown on the Financial Institution’s website.If the Authorized User discloses the PAC to a Third Party, and if the Financial Institution becomes aware of such disclosure, the Financial Institution may, in its sole discretion, waive the confidentiality requirements described in this article 6.6, PAC, PIN, and PIW Confidentiality, but only if such disclosure is for a reputable personal financial management service similar to that described in article 3.9, Personal Financial Management. Notwithstanding any such waiver, the Depositor acknowledges and agrees that the Depositor remains responsible for all use of the PAC by the Third Party.

6.7 EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – The Financial Institution is not responsible for any loss or damage suffered or incurred by the Depositor except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case the Financial Institution 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 the Financial Institution has been advised of the possibility of such damages. In no event will the Financial Institution be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by the Depositor that is caused by:the actions of, or any failure to act by, the Depositor, or any Third Party (and no Third Party will be considered to be acting as an agent for the Financial Institution unless expressly authorized to do so);the inaccuracies in, or inadequacies of, any information provided by the Depositor to the Financial Institution, including, but not limited to, any failed, duplicative, or erroneous transmission of Remote Instructions;the failure by the Financial Institution to perform or fulfill any of its obligations to the Depositor, due to any cause beyond the Financial Institution’s control; orforged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.

6.8 RISKS AND DUTIES – Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement, the Depositor assumes all risk of loss due to the use of the Account, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that it will notify the Financial Institution immediatelyof any suspected or actual misuse or unauthorized use of the PAC, PIN, and/or PIW; orif the PAC, PIN, and/or PIW becomes known to anyone other than the Authorized User(s); andif the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them.The Depositor or the Authorized User, as applicable, will change the PAC, PIN, and/or PIW if either of the notification requirements above in a) or b) arises.The notification requirement above in b) does not apply if the Authorized User has disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 3.9, Personal Financial Management.The Depositor acknowledges that the Depositor is responsible for all use made of the PAC, PIN, and/or PIW and that the Financial Institution is not liable for the Depositor’s failure to comply with any part of this Agreement. The Depositor is liable for all authorized and unauthorized use, including all Transactions. The Depositor is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Depositor expressly acknowledges and agrees that the Depositor shall be bound by and liable for any use of the PAC, PIN, and/or PIW by a member of any Authorized User’s household.The Financial Institution will not be liable to the Depositor 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 authorize the use of the Debit Card for a Point-of-Sale Transaction.Except for direct losses, subject to the restrictions in this Agreement, resulting from circumstances beyond the Depositor’s control such as technical problems and unauthorized use of the Debit Card and PIN, the Financial Institution will not be liable for any loss, damage, or injury arising from the use of ATMs or Point-of-Sale terminals or from any mechanical or operational failure of any such devices, and the Depositor releases the Financial Institution from liability for any such loss, damage, or injury. In the event of alteration of the Account balance due to technical problems, card issuer errors, and system malfunctions, the Depositor will be liable only to the extent of any benefit the Depositor has received, and will be entitled to recover from the Financial Institution any direct losses the Depositor may have suffered.The Depositor will instruct the Authorized User(s) not to use their Debit Card and PIN for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in the Depositor’s jurisdiction.The Depositor is liable for all transfers to linked accounts. The Depositor bears all risk for all such Transactions.Where the Depositor knows 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 the Financial Institution or found invalid for any reason, the Depositor has 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, the Depositor’s suspicion and the facts upon which the Depositor’s suspicion is based (“Suspicious Circumstances”).The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by the Depositor, but the Financial Institution does not  owe the Depositor any obligation to undertake its own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of the Accounts pending investigation of any improper use of any Account. Any hold imposed by the Financial Institution pursuant to any of the terms of this Agreement, or investigation undertaken by the Financial Institution, is imposed or undertaken by the Financial Institution at the Financial Institution’s sole discretion and for the Financial Institution’s sole benefit.Release of a hold by the Financial Institution is not a confirmation that a Transaction, instruction, or Instrument is in fact good and may not be relied upon as such by    the Depositor. If, to the satisfaction of the Financial Institution, any improper use is established, the Financial Institution can withdraw or suspend operation of the Account without notice.Any monies or Instruments placed in an envelope or deposit bag and placed by an Authorized User in the night depository will be at the Depositor’s risk until the monies or Instruments are actually entered or recorded as a deposit to the credit of the Account. The Financial Institution is not responsible for or under any obligation to account for any lost or destroyed monies or Instruments which an Authorized User may place in the night depository, even if the loss or destruction is the result of the Financial Institution’s negligence or that of the authorized Financial Institution officers.The Depositor acknowledges that the Depositor bears all risks related to the use of Facsimile Signatures.

6.9 FINANCIAL INSTITUTION RECORDS – The Financial Institution’s records of all Transactions will be deemed to be correct and will be conclusive and binding on the Depositor. All Transactions will appear on the regular statement of account for the Account.If the Depositor believes or suspects that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, the Depositor must give immediate written notice to the Financial Institution, and in any event, must do so within the time provided in this Agreement.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 on behalf of the Depositor. The Depositor 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.In the absence of evidence to the contrary, the records of the Financial Institution are conclusive for all purposes, including litigation, in respect of any other matter or thing relating to the state of the Accounts between the Depositor and the Financial Institution in respect of any Transaction.

6.10 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 the Depositor has not caused or contributed to the error or omission in any way, has complied with this Agreement, has given written notice to the Financial Institution within the time provided in this Agreement, and to the extent the liability is not otherwise excluded by this Agreement.If the Depositor has given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will the Financial Institution 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.

7. THIRD PARTIES

7.1 LINKS – If Direct 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 the Depositor. The Depositor acknowledges 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 the Depositor assumes all risk resulting from accessing or using such other websites or Third Party services.

7.2 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. The Depositor acknowledges and agrees that:the Financial Institution and Central 1 make the services of Third Parties available through Direct Services or the Financial Institution’s website for the convenience of Depositors. The services are provided by the Third Party and not the Financial Institution or Central 1. The Depositor’s relationship with the Third Party shall be a separate relationship, independent of the relationship between the Depositor and the Financial Institution and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;the Financial Institution and Central 1 make no representation or warranty to the Depositor with respect to any services provided by a Third Party even though those services may be accessed by the Depositor through Direct Services or the Financial Institution’s website;the Depositor assumes all risks associated with accessing or using the services of Third Parties;the Financial Institution and Central 1 have no responsibility or liability to the Depositor in respect of services provided by a Third Party;any dispute that relates to services provided by a Third Party is strictly between the Depositor and the Third Party, and the Depositor will raise no defence or claim against the Financial Institution and/or Central 1; andthe 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.

7.3 INDEMNITY – The Depositor agrees to indemnify and hold the Financial Institution and its 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 the Depositor’s use of the Account. Depositors must assist andcooperate as fully as reasonably required by the Indemnified Parties in the defense 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, the Depositor 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:the Financial Institution treating a Facsimile Signature of an Authorized User and/or Authorized Signatory as an original and genuine signature,any of the Indemnified Parties making the Account available to the Depositor,any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions,any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Depositor,any Transaction that results in a negative balance in the Account, orthe consequences of any Transaction authorized by the Depositor.

This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Depositor and the Depositor’s 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.

8. ACCOUNT RECORDS

8.1 PAPER STATEMENTS – Unless the Depositor requests the Financial Institution to hold the Depositor’s statement of account for the Account for pick up by the Depositor, or appoints in writing an agent to pick up the statement of account for the Account, or consents to the statement of account for the Account being made available electronically, or requests no statement of account for the Account to be sent by the Financial Institution, the Financial Institution will mail such statement of account for the Account to the Depositor at the address the Depositor last gave in writing. It is the Depositor’s responsibility to notify the Financial Institution immediately of any change in the Depositor’s address.

8.2 NO PAPER STATEMENT ACKNOWLEDGEMENT – If, at the request of the Depositor, the Financial Institution agrees to cease printing and mailing statements of account for the Account to the Depositor, the Depositor acknowledges and agrees that the Depositor will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of account for the Account.

8.3 COMPLIANCE WITH NOTIFICATION DATE – The Depositor will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by the end of the following calendar month (the “Notification Date”), notify the Financial Institution of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instruments or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account.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 the Depositor has notified the Financial Institution in writing on or before the Notification Date), the Depositor agrees that:the amount of the balances shown on the last day of the calendar month is correct and binding on the Depositor subject to the right of the Financial Institution to make reversals in accordance with this Agreement;all amounts charged to the Account are valid;the Depositor is not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;the Depositor has verified the validity of any Instruments and instructions; andthe use of any service shown is correct.

8.4 DEPOSITOR ACKNOWLEDGEMENT – The Depositor acknowledges that: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 the Financial Institution 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 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; andnotwithstanding 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 the Financial Institution. 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.

8.5 PAD  REIMBURSEMENT – Despite article 8.3, Compliance with Notification Date,   if the Depositor has authorized PADs to be issued against any of the Accounts, the Depositor acknowledges that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and: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; andwhere the purpose of the PAD was for payment of goods and services related to commercial activities of the Depositor, the time period for making such a claim is 10 business days from the date of debiting.Claims must be made in writing to the Financial Institution within the specified time period and in compliance with the Rules, as amended from time to time.The Depositor further acknowledges that:the Depositor may not receive the statement of account for the Account before the 10 business-day period expires and the Financial Institution is not obliged to otherwise notify the Depositor of PADs debited to the Account; andafter the 10 business-day period expires, and whether or not the Depositor has been notified of the PAD being debited to the Account, the Depositor must resolve any dispute directly with the payee – the Financial Institution will not be required to reimburse the Depositor for the amount of such PAD, notwithstanding any other provision of this Agreement.The Depositor is responsible for PADs authorized by it, and agrees:to release and discharge the Financial Institution from any and all claims and demands (except claims for reimbursement made within the 10 business-day period) in respect of PADs issued against the Account; andto indemnify and save the Financial Institution harmless, from and against, all liability, cost, damages, and expenses incurred by the Financial Institution in connection therewith. The above indemnity enures to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

8.6 ACCOUNT STATEMENTS AND TRANSACTION VERIFICATION – The Depositor shall be deemed to have received a statement of account for the Account each time the Depositor uses Direct Services and each time the Depositor obtains an Account balance through any ATM or Access Terminal or conducts a Point-of-Sale Transaction. The Depositor shall also be deemed to have received and reviewed a statement of account for the Account at least monthly no later than the 21st day of the month following the preceding month, whether actually issued by the Financial Institution or whether the Depositor actually receives one or not.The Depositor agrees to examine every statement of account for the Account as soon as the Depositor receives it or is deemed to have received it. The Depositor shall immediately, and in any event no later than 30 days after receiving or being deemed to have received a statement of account for the Account, give notice to the Financial Institution of any errors, omissions, or irregularities, including any fraud or unauthorized activity, included in or preceding each such statement of account for the Account. Unless objected to in writing within 30 days of the date on which the statement of account for the Account is received or is deemed to have been received by the Depositor, the Depositor agrees that the Financial Institution’s records are conclusive evidence of the Depositor’s dealings with the Financial Institution regarding the Depositor’s Account and are correct, complete, authorized, and binding upon the Depositor, and the Financial Institution will be released from all responsibility for Account activity preceding the statement of account for the Account.After the expiration of the 30-day period (except for errors or irregularities identified by notice in writing to the Financial Institution before the 30 days expire), the Depositor may not claim for any purpose that any entry on the statement of account for the Account is incorrect and will have no claim against the Financial Institution for reimbursement relating to any entry, even if the entry is unauthorized or fraudulent or is based upon an Instrument or instruction that is forged, unauthorized, or fraudulent.Nothing in this article limits in any way the rights of the Financial Institution under this Agreement including, without limitation, the rights of the Financial Institution under article 2.6, Noting or Protesting, article 5.1, Deposits, and article 5.3, Returned Items.

8.7 RECORDS AND CHEQUE IMAGING – The Financial Institution will determine, in its sole discretion, whether Instruments and other items will be returned to the Depositor with the statement of account for the Account.If the Financial Institution implements an imaging program, the Financial Institution will determine, in its sole discretion, whether copies of images of Instruments and other items will be provided for the statement of account for the Account. The Depositor acknowledges that copies of images of Instruments and other items may be provided before the Financial Institution has determined whether the Instrument or other item will be honoured or accepted and agrees that copies of images of Instruments and other items are made available by the Financial Institution as a service to the Depositor and that the provision of copies of images of Instruments and other items does not mean that the Transaction has been processed or in any way oblige the Financial Institution to honour or accept the Instrument or other item.The Depositor acknowledges that if the Financial Institution adopts an imaging program, the physical Instruments and other items may be destroyed. If the Financial Institution has implemented an imaging program and determines not to include copies of images of Instruments and other items with the statement of account for the Account, the Financial Institution will ensure that copies of images can be made available to the Depositor upon request for at least 5 years following the date of the statement of account for the Account on which the Instrument or other item appears, subject to payment of the service charges established by the Financial Institution from time to time.

8.8 VIEWING DOCUMENTS – The Financial Institution may, in connection with Direct Services, permit the Authorized User to view and print images of documents. The Depositor acknowledges and agrees that such images are made available by the Financial Institution as a service to the Depositor and the provision of such images does not in any way oblige the Financial Institution to permit the Authorized User to view and print images of documents.

9. OPERATION OF THE ACCOUNT

9.1 MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to the Depositor’s future use of the Account from time to time, for any reason, without any liability to the Depositor or any other person. The Financial Institution may provide notice of a change to this Agreement by sending notice to the Depositor’s last known Notice Contact Information, 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 the attention of the Depositor. The Depositor is responsible for regularly reviewing the terms and conditions of this Agreement. If the Depositor uses the Account after the effective date of an amendment to this Agreement, it will mean that the Depositor agrees to the amendment and adopts and is bound by the newer version of this Agreement. The Depositor may not change, supplement, or amend this Agreement by any means.

9.2 TERMINATION – This Agreement may be terminated by either the Financial Institution or the Depositor on not less than 1 business day’s prior written notice.The Depositor shall not, and shall ensure that each Authorized User does not:use the Account and/or Third Party services for an illegal, fraudulent, or defamatory purpose, andtake steps, or cause, or permit anything to be done that could undermine the security or integrity of the Account and/or Third Party services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of the Account and/or Third Party services).In the event of a breach of the provisions of a) or b), the Account or any service provided by a Third Party may be suspended or terminated.Notwithstanding the above, the Depositor acknowledges and agrees that the Financial Institution may, in its sole discretion, at any time or for any reason, restrict, suspend, or terminate the Depositor’s Account privileges on not less than 1 business day’s prior written notice. The Depositor acknowledges and agrees to indemnify and save harmless the Financial Institution from and against any and all damages, costs, expenses, and liability arising or incurred by the Financial Institution as a result of any use of the Account by an Authorized User that:is inconsistent with a restriction imposed on the use of the Account by the FinancialInstitution and communicated to the Depositor, ortakes place following the suspension or termination of service privileges by the Financial Institution.The Depositor will immediately return all Debit Cards issued to it or to the Authorized User(s) upon:ceasing to be a member of the Financial Institution,termination of this Agreement,termination of Debit Card privileges, orotherwise upon request by the Financial Institution.The Depositor will be responsible for paying all legal fees and expenses (on a solicitor and own client basis) incurred by the Financial Institution in terminating the Account.The Depositor’s insolvency, bankruptcy, dissolution, or death will constitute an automatic revocation of the privileges associated with the Account.If the Financial Institution gives the Depositor notice of termination, the Depositor will immediately cease using the Night Deposit Service, return all access keys, and reimburse the Financial Institution for any loss or damage to the keys or other facilities provided by the Financial Institution.Any notice of termination shall not release the Depositor from any obligations incurred under this Agreement prior to its termination.

9.3 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 in the Account Documentation. Any notice required or permitted to be given to the Depositor in connection with this Agreement may be given to the Depositor by delivering a written notice to the last known Notice Contact Information, or, except as to confidential financial information specific to the Depositor, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the notice to the attention of the Depositor.

9.4 ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of the Account 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.

9.5 PROCEEDS OF CRIME LEGISLATION – The Depositor acknowledges that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that the Financial Institution will, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. The Depositor agrees, and shall ensure that the Authorized User(s) agrees, to abide by and comply with all such laws and procedures.

9.6 OTHER CLAIMS ON THE ACCOUNT – If the Financial Institution receives notice of a possible claim against, or interest in, any of the Accounts under any court order, statutory demand, or under applicable family, domestic relations, matrimonial property, or similar legislation, a marriage agreement, or a separation agreement, the Financial Institution may refuse to permit the Depositor to have any dealings with any of the Accounts, even if funds stand to the credit in any such Account. The Financial Institution will not be liable for any loss or damage resulting from any refusal by the Financial Institution under this article.

9.7 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.

9.8 ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Financial Institution and the Depositor and their successors and assigns.

9.9 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: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; andsuch invalidity or unenforceability will not affect any other provision of this Agreement.

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

9.11 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 – The Depositor acknowledges, and shall ensure that the Authorized User acknowledges, their acceptance of these PFM Special Terms such that they form and are part of the Agreement. The Financial Institution does not offer Direct Services other than in accordance with these terms and conditions.If there is more than one Depositor or Authorized User in respect of the Account, or multiple holders of the External Account, the Depositor expressly accepting these terms hereby warrants and represents to the Financial Institution that such Depositor has the lawful, express, and actual authority of all other Depositors and Authorized Users on the Account, or holders and authorized users of the External Account, and each of them:to consent to the use of all and each of the Depositors’ and Authorized Users’ personal information for purposes of the provision and use of PFM Services; andto 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 the Depositors and the Financial Institution.The Depositor expressly accepting these terms does so on behalf of all of the Depositors and Authorized Users and understands that these representations and warranties, and acceptance of these terms, will be relied upon by the Financial Institution in providing PFM Services. The Depositor expressly accepting these terms understands that if these representations and warranties are untrue it may cause loss, harm and damage to the Financial Institution for which that Depositor is responsible. The Depositor expressly accepting these terms hereby agrees to indemnify and hold harmless the Financial Institution from any loss, damage, costs, including reasonable legal fees, claims or other harm that may be suffered as a result of the Financial Institution’s reliance upon these representations and warranties.

2. PERSONAL FINANCIAL MANAGEMENT ACCOUNT LINKING CONSENT – The Depositor understands, and shall ensure that the Authorized User understands, that the Personal Financial Management tool and account linking service, defined in the Agreement as the “PFM Service”, is being offered through the Depositor’s 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 the Depositor or Authorized User wishes to subscribe, access, or use the PFM Service that the Depositor or Authorized User 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”). The Depositor understands, and shall ensure that the Authorized User understands, 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 the Depositor or Authorized User share certain otherwise confidential and personal information to engage the PFM Service.

3. PFM DISCLOSURE OF ACCESS CODE AND CONFIDENTIAL INFORMATION TO LINKED ACCOUNTS – The Depositor or Authorized User authorizes 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 the Depositor’s or Authorized User’s personal information, including the Depositor’s or Authorized User’s personal access codes, in order    to link the External Accounts to the Depositor’s Account with the Financial Institution, and periodically access the External Accounts to update the Depositor’s or Authorized User’s personal information and to perform data analytics on all linked accounts to present information and reports to the Depositor or Authorized User and make available to the Depositor or Authorized User and the Depositor’s Financial Institution, a personal financial management summary of all of the Depositor’s or Authorized User’s linked accounts and transactions thereon. Notwithstanding the foregoing, this provision shall not be deemed to in any way diminish the Depositor’s or Authorized User’s 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 the Depositor or Authorized User 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 the Depositor or Authorized User of any unusual or unauthorized account activity on any Account or any External Accounts. The Depositor understands, and shall ensure that the Authorized User understands, that the institutions holding the Depositor’s or Authorized User’s External Accounts may prohibit disclosure of the Depositor’s or Authorized User’s personal access codes, and that it is the Depositor’s or Authorized User’s responsibility to confirm that the Depositor’s or Authorized User’s personal access codes can be disclosed to Yodlee for the purpose of linking the External Accounts. This will not be confirmed by the Financial Institution, the F.I. Affiliates, or Yodlee.

4. PFM SERVICE DISCLAIMER – The Depositor confirms, and shall ensure that the Authorized User confirms, that the Depositor or Authorized User is permitted to link the Depositor’s or Authorized User’s External Accounts, and the Depositor or Authorized User accepts all risk associated with the linking of the Depositor’s Financial Institution Account to the Depositor’s or Authorized User’s External Accounts, including all risk associated with disclosure of the Depositor’s or Authorized User’s personal access codes. The Depositor agrees and acknowledges, and shall ensure that the Authorized User agrees and acknowledges, 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 the Depositor’s Financial Institution Account with the Depositor’s or Authorized User’s External Accounts, or arising from disclosure of the Depositor’s or Authorized User’s personal access codes for purposes of linking the Depositor’s or Authorized User’s 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 its representatives.

5. MARKETING CONSENT FOR PFM SERVICE – The Depositor understands, and shall ensure that the Authorized User understands, that if the Depositor or Authorized User has 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 the Depositor’s or Authorized User’s linked accounts to provide promotional and marketing information to the Depositor or Authorized User.

6. UNSUBSCRIBE FROM PFM SERVICE – The Depositor or Authorized User can withdraw the Depositor’s or Authorized User’s consent for the collection, use, and disclosure of the Depositor’s or Authorized User’s personal information at any time by contacting the Financial Institution using the contact information set out on the Business Member Application.  If the Depositor or Authorized User withdraws the Depositor’s or Authorized User’s consent, the Financial Institution may no longer be able to provide certain services, including, but not necessarily limited to PFM Services. The Depositor understands, and shall ensure that the Authorized User understands, that certain additional integrated services offered by the Financial Institution may no longer be available.

7. ASSET/LIABILITY CONSENT – The Depositor understands, and shall ensure that the Authorized User understands, that the PFM Service can keep track and provide the Depositor or Authorized User with comprehensive specific analysis of the Depositor’s or Authorized User’s financial situation only if the Depositor or Authorized User keeps such information complete and current and that if the Depositor or Authorized User does not do so, that the reports and analytics performed as part of the PFM Service will be incomplete and may contain erroneous information. The Depositor authorizes, and shall ensure that the Authorized User authorizes, the Financial Institution and the F.I. Affiliates to collect, use, and disclose the Depositor’s or Authorized User’s personal information in order to add, modify, or delete reference to the asset(s) or liability(ies) to the Depositor’s Account with the Financial Institution, whether in the future or the past. The Depositor understands and agrees, and shall ensure that the Authorized User understands and agrees, that the Depositor or Authorized User is responsible for keeping the Depositor’s or Authorized User’s 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:to provide the PFM Service to you;to provide you with access to Your Content through other similar services provided by Yodlee Inc. to other financial institutions; andto 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 OWNSOR 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:THE PFM SERVICE WILL MEET YOUR REQUIREMENTS;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;THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PFM SERVICE WILL MEET YOUR EXPECTATIONS; ORANY 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;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.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.




Business trust

Business Trust Account Application | ACCOUNT AGREEMENT TERMS AND CONDITIONS

In return for the Credit Union agreeing to operate the Account for the Trustee, the Trustee agrees as follows:

DEFINITIONS

“Account” means any of the Trustee’s accounts or subaccounts (if applicable) held at the Credit Union under the Account Number set out in this Business Trust Account Application.

“ATM” means automated teller machine.

“Authorized User” means the Trustee and any person authorized by the Trustee (or in the case of an unincorporated association, by the association) to sign cheques, other orders for payments of money (either alone or with another person) on the Account, or conduct other Transactions on the Account using Member Card® Services and for whom notice of such authorization has been given to the Credit Union.

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

“Certified Facsimile Signature” means a Facsimile Signature of which a certified copy has been given to the Credit Union according to section 1 of this Agreement.

“Debit Card” means a Member Card® electronic transmission card.

“Debit Card Transaction” means any transaction processed to the Account by or through the use of a Debit Card.

“Direct Services” means the services offered by the Credit Union from time to time that let the Authorized User access the Account using a telephone, a computer, or any other electronic device.  It does not include card services such as Debit Cards or smart cards or service 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.

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

“EMT Services” means the money transfer service provided by Acxsys Corporation  (doing business as CertaPay) that facilitates the sending and receiving of money transfers using email through Direct Services to and from Participating Financial Institutions, and/or CertaPay payment service.

“Facsimile Signature” means a signature engraved, lithographed, printed, stamped, or otherwise mechanically reproduced or computer-generated on an Instrument.“Instrument” means any document, including a cheque, promissory note, bill of exchange, order for payment, or receipt.

“Member Card® Services” means the services offered by the Credit Union from time to time allowing the Authorized User with a Member Card® Debit Card and a PIN to access the Account by electronic means.

“Night Deposit Service” means the service that allows the Authorized User to make deposits or to leave items for safekeeping after regular business hours.

“Overdraft Rate” means that per annum rate of interest, regardless of compounding frequency, designated by the Credit Union as its “Overdraft Rate” from time to time.

“PAC” means the access code or word used with Direct Services to access the Account.  It does not refer to the PIN used with card services.

“PAD” means a Pre-authorized Debit.“Participating Financial Institution” means a financial institution participating in EMT Services.

“PIN” means the personal identification number selected by the Authorized User permitting access to the Account with the Debit Card. 

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

“Point-of-Sale Transaction” means the use of the Debit Card and the PIN as may be permitted from time to time by the Credit Union for: (1) the transfer of funds from the Account to purchase or lease goods or services from a merchant (the “Merchant”), (2) the transfer of funds from the Account to obtain a voucher, chit, scrip, token, or other thing that may be exchanged for goods, services, or money, or (3) the transfer of funds into the Account from an account of a Merchant (e.g. a refund). 

“Pre-authorized Debit” means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with the Trustee’s written request.

“Remote Instructions” means instructions given by the Authorized User to the Credit Union from a remote location using telephone, cellular, facsimile, or email transmission in order to operate the Account or make other transactions and arrangements with the Credit Union.

“Rules” mean the rules of the Canadian Payment Association.

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

“Transaction” means any transaction processed to the Account.

OPERATION OF THE ACCOUNT

1. AUTHORIZED USERS – If the Trustee is not a sole ownership, the Trustee will provide the Credit Union with:a) a certified copy of the resolution of the business or organization setting forth the number and combination of signatures required to operate the Account, and the names and specimen signatures of the Authorized User(s) authorized to sign for the business or organization in operating the Account, and, where applicable, the names of any other persons with whom the Credit Union may communicate in respect of the operation of the Account, andb) a replacement certificate, completed as described in a) above, any time the Authorized Users or other authorized persons change.

The Credit Union will be entitled to rely on the information and specimen signatures contained in the last certified resolution the Trustee delivered under this section.

2. TRADE NAME – In return for the Credit Union agreeing to deal with cheques and other Instruments made payable to, or endorsed in favour of, the trade name noted in this Agreement as though such cheques and other Instruments were made payable to, or endorsed in favour of, the Trustee in the Trustee’s name, the Trustee agrees that the Trustee will be liable and responsible to the Credit Union for such cheques and other Instruments as though they were made payable to or endorsed in favour of the Trustee in the Trustee’s name.The Trustee hereby agrees to indemnify and save the Credit Union harmless for all liability, costs, damages, and expenses incurred by the Credit Union by reason of the Credit Union dealing with cheques and other Instruments made payable to, or endorsed in favour of, the trade name.  This indemnity will enure to the benefit of the Credit Union and will be binding upon the Trustee and the Trustee’s successors and assigns.

3. FORMS – The Trustee will use only such cheques and other withdrawal and deposit Instruments as may be authorized by the Credit Union from time to time. 

4. SERVICE CHARGES – The Trustee will pay the service charges that the Credit Union establishes from time to time for operation of the Account, including, without limitation, service charges for providing records regarding the Trustee that the Credit Union is legally required to provide.  The Credit Union may deduct such charges, when due, from the Account.  New or amended fees will only become effective 30 days after publication by the Credit Union.

5. DEPOSITS AND COLLECTIONS – The Credit Union may:a) collect or present for acceptance or payment, through such banks or other agents as the Credit Union may deem best, all cheques or other Instruments delivered by the Trustee for deposit, discount, collection, or otherwise, andb) accept in payment of or remittance for such cheques or other Instruments, cash or bank drafts, cheques, settlement cards, clearing house slips, or any other evidence of payment from the banks or other agents.

The banks or other agents described in a) and b) above will be deemed the Trustee’s agent and not the Credit Union’s agent.The Credit Union will not be liable for:

a) any loss resulting from the acceptance of such evidence as a payment in lieu of cash,
b) the failure of any bank or any agent to remit the same,
c) the nonpayment of any cheque, bank draft, settlement card, clearing house slip or any other evidence of payment accepted in payment or as a remittance from any other bank or agent, or
d) the default, neglect, or mistakes of any such banks or agents.

The Credit Union will be responsible only for the monies actually received by the Credit Union from such banks or agents.

6. NIGHT DEPOSIT SERVICE –  At the Trustee’s request, the Credit Union will accept for deposit monies or negotiable Instruments acceptable to the Credit Union placed in an envelope or deposit bag supplied by the Credit Union and placed by the Trustee in the night depository provided that the monies and negotiable Instruments are accompanied by a properly completed deposit slip signed by the Trustee and enclosed in the same envelope or deposit bag.

The Credit Union will open the night depository on each business day of the branch during regular business hours and will deposit any monies and negotiable Instruments acceptable to the Credit Union in the manner directed by the Trustee on the properly completed accompanying deposit slip.

The Trustee agrees that the authorized Credit Union officers who open the night depository and deposit the monies or negotiable Instruments to the credit of the Account are acting as the Trustee’s agent up to the time at which the monies or negotiable Instruments are actually entered and recorded as having been deposited to the Account and the Trustee nominates, constitutes and appoints any such authorized Credit 

Union officers to deposit any monies or negotiable Instruments placed by the Trustee in the night depository to the credit of the Account as directed by the accompanying deposit slip.The Trustee acknowledges receipt of the number of access keys indicated on this Business Trust Account Application form.  The Trustee will not duplicate any keys without the Credit Union’s prior written approval.

7. VERIFICATION AND ACCEPTANCE OF DEPOSITS AND TRANSACTIONS – All deposits made to the Account are subject to verification as to the source of funds by the Credit Union and to its policies regarding the acceptance of funds for deposit in effect from time to time.  Any credits for deposits and any applicable interest may be reversed if for any reason the Credit Union does not receive final payment in respect of such deposit.All Transactions are subject to verification and acceptance by the Credit Union, and if not accepted will be reversed from the Account.  Verification may take place at a date later than the date the Trustee authorized the Transaction, which may affect the Transaction date.

8. HOLD FUNDS – The Credit Union may in its discretion apply a hold funds period on non-cash deposits.

9. ENDORSEMENT STAMP – The Trustee may use a stamped impression bearing the Trustee’s name to endorse cheques or other Instruments the Trustee delivers to the Credit Union for deposit, discount, collection or otherwise.  Endorsement in such a manner will be as binding on the Trustee as an endorsement actually signed by the Trustee or by the Authorized User.

10. CHEQUES AND WITHDRAWALS – The Trustee authorizes the Credit Union, without enquiry, to honour and pay all withdrawal slips and all cheques drawn on the Account, if:a) the cheques or withdrawal slips are signed by the Trustee or by the required number and combination of the Authorized Users of the Trustee, as described in the last resolution provided to the Credit Union under section 1 above, andb) the signatures comply with the specimen signatures provided to the Credit Union, regardless that such cheques or withdrawal slips are c) drawn to the order of the Trustee or one of the Authorized Users on behalf of the Trustee who signed them,d) payable to cash or bearer, e) encashed or tendered to pay the obligations of the Trustee or one or more of the Authorized Users on behalf of the Trustee who signed the cheque or withdrawal slip, orf) deposited to the credit of the Trustee or one of the Authorized Users who signed them on behalf of the Trustee.

11. LOST OR DESTROYED CHEQUE – If a cheque drawn on the Account is lost or destroyed while in the possession of another financial institution or its agents, the Credit Union may, for all purposes, treat a copy of the cheque, certified as being a true copy by the other financial institution, as though it was the original cheque.

12. RETURNED ITEMS – The Credit Union is authorized to debit the Account with the amount of any cheque or other Instrument that:

a) is not paid on presentation,
b) having paid, the Credit Union may be called upon to refund,
c) may be dishonoured by nonacceptance or nonpayment,
d) that is drawn on the account of a party that is bankrupt or insolvent,
e) the proceeds of which, through no fault of the Credit Union, have been lost, stolen or destroyed,
f) the proceeds of which, for any reason, the Credit Union is unable to collect or withdraw,
g) has been cashed, negotiated or credited to the Account but that has not been found good, or
h) is found to be forged, fraudulent, counterfeit or unauthorized, regardless of whether or not the Instrument has cleared.

The Trustee hereby agrees to indemnify and save the Credit Union harmless for all liability, costs, damages, and expenses incurred by the Credit Union in connection with the foregoing and the Credit Union may debit the Account with such costs, charges and expenses.  This indemnity will enure to the benefit of the Credit Union and will be binding upon the Trustee and the Trustee’s successors and assigns.

13. OVERDRAFTS – If:

a) the Credit Union honours a cheque or other Instrument drawn by the Trustee on any of the accounts, and insufficient funds stand to the credit of that Account to pay the cheque or Instrument in full,
b) a cheque or other Instrument delivered by the Trustee to the Credit Union for deposit, discount, collection or otherwise is returned to the Credit Union dishonoured, and insufficient funds stand to the credit of the Trustee’s Account originally credited with the cheque or Instrument to permit the Credit Union to debit the full amount of the dishonoured cheque or Instrument from that Account, or
c) the Credit Union, charges a fee, service charge or other debit the Credit Union

  • is authorized to charge to one of the accounts, and the funds standing to the credit of that Account are less than the amount charged to the Account, 

then such event may, at the discretion of the Credit Union, constitute:

d) an application to redeem or transfer Credit Union shares owned by the Trustee or to withdraw or transfer monies on deposit from any of the accounts or any other Account in the Trustee’s name, to the extent that the funds standing to the credit of the particular Account are insufficient to pay the cheque or Instrument in full, or to permit the Credit Union to charge the returned item or the fee, service charge or debit to that Account, and
e) an application for a loan to the extent that the shares or monies standing to the credit of the Accounts or any other Account in the Trustee’s name are insufficient to permit the payment or charging described in d) above.

If the Credit Union grants a loan under section e) above, the loan will be immediately due and payable forthwith without demand and the Trustee will pay interest on the balance of the loan at the Credit Union’s Overdraft Rate in effect from time to time.The foregoing provisions do not give the Trustee any right to overdraw an Account or to authorize or permit anything, including a PAD, that would result in a negative balance in any Account.

14. OTHER CLAIMS ON THE ACCOUNT – If the Credit Union receives notice of a possible claim against, or interest in, any of the accounts under any court order, statutory demand, or under the Family Relations Act, as amended from time to time, or under any legislation substituted for that Act, the Credit Union may refuse to permit the Trustee to have any dealings with any of the accounts, even if funds stand to the credit in any such Account.  The Credit Union will not be liable for any loss or damage resulting from any refusal by the Credit Union under this section.

15. NO OBLIGATION – Nothing in this Agreement will oblige the Credit Union to:a) honour any cheque or Instrument drawn by the Trustee on the Credit Union,b) accept any monies for investment in shares or for deposit,c) redeem shares,d) transfer money, ore) lend money to the Trustee.

MEMBER CARD® AND DIRECT SERVICES

16. USE OF MEMBER CARD® AND DIRECT SERVICES – The Credit Union will issue a Debit Card to an Authorized User on request of the Trustee, and will permit the Authorized User to select a PIN.The Trustee may use or authorize the use of the Direct Services and/or the Member Card® Services to access any permitted Account and to conduct such Transactions as may be permitted by the Credit Union from time to time.  The Trustee cannot use Direct Services and/or the Member Card® Services to transact on an Account that requires more than one authorization unless prior authorization is received in writing and at the Credit Union’s discretion.The Credit Union may from time to time add to or delete from the types of use permitted.  A Debit Card’s issue does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

17. AUTHORIZATION FOR TRANSACTIONS – The Trustee acknowledges and agrees that:

a) using the PAC and/or PIN to conduct a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Trustee in person or as otherwise contemplated or permitted by this Agreement,
b) the Trustee will be bound by each such Transaction, and
c) once a PAC and/or PIN has been used to effect a Transaction, the Transaction may not be revoked or countermanded.

This Agreement, and the fact that the Trustee has use of a Debit Card, does not give the Trustee any credit privileges or any entitlement to overdraw the Account, except as provided by separate agreement with the Credit Union.The Trustee irrevocably authorizes and directs the Credit Union to debit or credit, as the case may be, the amount of any Transaction to the Account in accordance with the normal practices of the Credit Union, which may be amended from time to time without notice.

18. BILL PAYMENTS THROUGH DIRECT SERVICES – The Authorized User acknowledges and agrees 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, when the bill payment is initiated and the internal accounting processes of the bill payment recipient;
b) it  is the responsibility of the Authorized User to ensure that bill payments are initiated in sufficient time for the payment to be received by the bill payment recipient before its due date; and
c) the Credit Union 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 bill payments.

19. PIW, PAC, AND PIN CONFIDENTIALITY – The Credit Union may require the Trustee to select and use a PIW in connection with this Agreement.  The Trustee will keep the PIW confidential and will only reveal it to authorized Credit Union officers from time to time.The Trustee agrees to keep the PIW and/or PAC confidential and will not disclose it except to the Authorized Users on the Account. 

The Trustee agrees not to record the PIW and/or PAC in any format or medium.  The Trustee is responsible for all use of the PIW and/or PAC and for all Transactions in the Account effected using Direct Services. The Trustee acknowledges that the PIW and/or the PAC must be changed if there is a change in the Authorized Users on the Account.  The Trustee may change the PIW and/or PAC at any time.  The Trustee will change the PIW and/or PAC if and when required by the Credit Union. 

The Trustee acknowledges that the PIW and/or PAC  must be changed if there is a change in the persons authorized to sign on the Account. The Trustee will instruct each Authorized User to never select an obvious combination of digits of their PIN (e.g. their name, address, telephone number, birthdate, or social insurance number) and keep the PIN confidential at all times.  If the Credit Union has provided the PIN to the Authorized User, the Trustee will instruct the Authorized User that the Credit Union has only disclosed the PIN to them and to no one else, and to never under any circumstances disclose the PIN to any other person.  The Trustee will instruct the Authorized User to not keep a written record of the PIN, unless the written record is not carried next to the Debit Card and is in a form indecipherable to others. 

The Trustee will instruct the Authorized User to always screen the entry of the PIN with their hand or body.The Trustee will advise the Authorized User that the Authorized User may, by notice in writing to the Credit Union, change the PIN at any time.  The Trustee will cause the Authorized User to change the PIN if and when required by the Credit Union.

The Trustee acknowledges that the Credit Union may from time to time implement additional security measures, and the Trustee will comply with all instructions and procedures issued by the Credit Union in respect of such security measures.

20. PADS – If the Trustee has authorized PADs to be issued against the Account, the Trustee acknowledges that the Rules provide that under specified conditions claims for reimbursement of PADs may be made and:

a) where the purpose of the PAD was for payment of goods and services related to the commercial activities of the Trustee, the time period for making a claim is ten business days from the date of debiting, 
b) the Trustee may not receive the statement of account for the Account before the ten-business-day period expires and the Credit Union is not obliged to otherwise notify the Trustee of PADs debited to the Account, and
c) after the ten-business-day period expires, and whether or not the Trustee has been notified of the PAD being debited to the Account, the Trustee must resolve any dispute directly with the payee – the Credit Union will not be required to reimburse the Trustee for the amount of such PAD, notwithstanding any other provision of this Agreement.

The Trustee is responsible for PADs authorized by it, and agrees:

a) to release and discharge the Credit Union from any and all claims and demands (except claims for reimbursement made within the ten-business-day period) in respect of PADs issued against the Account, and
b) to indemnify and save the Credit Union harmless, from and against, all liability, cost, damages, and expenses incurred by the Credit Union in connection therewith.  The above indemnity enures to the benefit of the Credit Union and will be binding upon the Trustee and the Trustee’s successors and assigns.

21. VERIFICATION OF ATM DEPOSITS – Amounts credited to the Account as a result of deposits using the Member Card® Services may, at the Credit Union’s option, not be available for withdrawal until the deposits are verified and negotiable items such as cheques are honoured and collected.  Any deposit made on any day during which the Credit Union is not open for business, or at any time during which the Credit Union is not open for business, may be credited to the Account on the next business day of the Credit Union.

The Trustee will not permit any Authorized User to deposit any coins, non-negotiable items, or anything not acceptable for deposit to the Account, into any ATM. The Trustee will pay to the Credit Union any damages, costs or losses suffered by the Credit Union as a result of any such deposit.

The Trustee authorizes and directs the Credit Union to debit the Account for the amount of all items deposited that are uncollected or dishonoured and for which the Trustee has received credit or cash, and the amount of any cash received by, or credited to, the Trustee for which the Credit Union is requested to debit the Account if there are not sufficient funds in the Account.

The Trustee will not effect a Transaction through the Debit Card that would result in a negative balance in the Account unless the Trustee has entered into a separate agreement with the Credit Union that permits that Transaction.  The Trustee agrees to indemnify the Credit Union under section 51 e) in the event of any breach of this section.

22. EDP SERVICES – If the Credit Union through Direct Services makes EDP Services available and the Trustee uses the EDP Services:

a) the Trustee consents to epost preparing, using, and disclosing reports relative to the performance and/or operation of the EDP Services, including statistical or performance reports and other analysis, compilation and information about the EDP Services or the Trustee, and reports that pertain to the Trustee’s involvement in and use of the EDP Services. The Trustee further consents to epost disclosing to Central 1 Credit Union Trustee-specific data that consists of the total number of Billers the Trustee has registered for, without identifying those Billers apart from the Credit Union and its affiliates, and detailed data for the Trustee’s viewing activities,
b) the Trustee acknowledges that epost will not respond directly to the Trustee with respect to any enquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct the Trustee to the Credit Union or the Biller, and
c) the Trustee acknowledges that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, its participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.

23. EMT SERVICES – If the Credit Union through Direct Services makes EMT Services available and the Trustee uses the EMT Services, the Trustee acknowledges and agrees that:
a) the EMT Service is only available in Canadian dollars,
b) the Account will be debited when the Trustee initiates a transfer and the Credit Union will hold the transfer amount until the recipient successfully claims the transfer or the transfer is cancelled.  The Credit Union will not pay interest on the transfer amount, 
c) transfers sent and received through the EMT Service are subject to number and dollar limits that may change from time to time without prior notice to the Trustee,
d) the Credit Union will not be responsible or liable for any losses or damages incurred as a result of funds held and/or limits set by the Credit Union, CertaPay, or a Participating Financial Institution,
e) an email notice advising the recipient of the transfer will be generated approximately 30 minutes after the Trustee originates the transfer,
f) as the sender, the Trustee will keep the Email Money Transfer Answer confidential and will not disclose it or share it with anyone but the intended recipient,
g) the recipient must correctly provide the Email Money Transfer Answer to claim or decline the transfer,
h) the Credit Union, the other Participating Financial Institution, CertaPay or CertaPay’s agents, are entitled to pay the transfer amount to anyone who, using the EMT Service, claims to be the recipient and successfully provides the Email Money Transfer Answer,
i) the Credit Union will not be liable for losses or damages incurred as a result of a person other than the intended recipient guessing or obtaining the Email Money Transfer Answer,
j) as the sender, the Trustee will not include the Email Money Transfer Answer in the transfer details,
k) as the recipient, the Trustee will not disclose the Email Money Transfer Answer except as required to claim or decline the transfer,
l) the recipient may claim a transfer using the online banking services of the Credit Union or another Participating Financial Institution or through the CertaPay payment service,
m) if the recipient declines a transfer that the Trustee initiated, the transfer will be returned to the Trustee,
n) funds usually arrive in the recipient’s account within three to five business days from the day the recipient successfully claims the transfer.  The Credit Union cannot guarantee the date of deposit,
o) as the sender, the transfer will be returned to the Trustee if the recipient does not claim  the transfer within 30 days of the date the transfer is initiated, if the transfer cannot be successfully sent to the recipient’s email address, as provided by the Trustee or if the recipient declines the transfer.  The Trustee is responsible for providing the recipient’s correct email address and further agrees that the recipient has consented to the Trustee’s use of the email address for EMT Services purposes, including its provision to the Credit Union, the other Participating Financial Institution and CertaPay,
p) if the recipient successfully claims the transfer using the CertaPay payment service but provides incorrect account information, CertaPay or its agent may request correct account information from the recipient or may mail a cheque to the recipient.  The Credit Union will not pay interest on the transfer amount,
q) the Credit Union may cancel a transfer if it has reason to believe that a mistake has occurred or if it believes that the transfer is a product of unlawful or fraudulent activity,
r) the Trustee is responsible for providing a valid email address and will immediately update it via Direct Services if there are any changes to said email address,
s) as the sender, the Trustee may cancel a transfer up to the time the recipient successfully claims the transfer. As the recipient, the Trustee acknowledges that a transfer may be cancelled up to the time the Trustee successfully claims the transfer,
t) all disputes will be handled directly between the sender and the recipient,
u) the Credit Union may refuse to provide EMT Services for the Trustee,
v) the Credit Union 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 transfer or for transfers claimed by someone other than the intended recipient.

24. FOREIGN CURRENCY TRANSACTIONS – If the Member Card® Services are used in connection with a Transaction in foreign currency, the Trustee understands that the rate of conversion into Canadian currency will be fixed according to the rules of the electronic network through which the Transaction is conducted.

25. AVAILABILITY OF DIRECT SERVICES – The Trustee acknowledges that the availability of Direct Services depends on telecommunication lines, computer hardware and software, and other equipment belonging to the Credit Union and to Third Parties.  The Credit Union is not liable for any loss, damage, injury, inconvenience or delay of any nature or kind whatsoever, whether direct, indirect or consequential, that the Trustee may suffer in any way arising from the Credit Union providing or failing to provide Direct Services, or from the malfunction or failure of telecommunication lines, computer hardware, software or other equipment or other technical malfunctions or disturbances for any reason whatsoever, including the negligence of the Credit Union, from lost, incomplete, illegible, misdirected, or stolen messages, failed, incomplete, garbled, or delayed transmissions, or on-line failures.  The Trustee releases the Credit Union from all claims in respect of any such loss, damage, inconvenience, injury or delay.

26. LOST OR STOLEN DEBIT CARD, OR COMPROMISED PIN – If the Trustee suspects or becomes aware that the Debit Card is lost or stolen, or that the PIN has been made accessible to another person, then the Trustee will notify the Credit Union or its agent immediately, in person or by telephone.  Notification will only be considered effectively given if an Authorized User speaks directly to an authorized Credit Union officer or its agent.  Upon receipt of such notice the Trustee’s liability for further use of the Debit Card will terminate.  If the Trustee notified the Credit Union promptly and cooperated in any investigation, once the Credit Union is satisfied that the Trustee is the victim of fraud, theft, or coercion by trickery, force, or intimidation, the Trustee will be entitled to recover from the Credit Union any direct losses from the Account through the use of the Debit Card in such fraud, theft, or coercion.

27. RENEWALS – The Trustee acknowledges the Credit Union may issue renewals and replacements of the Debit Card from time to time. The Trustee agrees that all Terms and Conditions of this Agreement, as changed from time to time, apply to such renewals and replacements of the Debit Card and that references to the Debit Card in this Agreement include all renewals and replacements thereof.

28. 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) the Trustee will report the issue promptly to the Credit Union, and the Credit Union will investigate and respond to the issue on a timely basis.  The Credit Union will not unreasonably restrict the Trustee from the use of any funds subject to dispute, so long as it is reasonably evident that the Trustee did not contribute to the problem or unauthorized Transaction.  The Credit Union will respond to the reports of a problem or unauthorized Transaction within ten business days and will indicate what reimbursement, if any, will be made for any loss incurred by the Trustee.  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 the Trustee or the Authorized User did not contribute knowingly to the problem or unauthorized Transaction and that the Trustee or the Authorized User took reasonable steps to protect the confidentiality of their PIN.  An extension of the ten-day limit may be necessary if the Credit Union requires the Trustee to provide a written statement or affidavit to aid its investigation.

29. MEMBER CARD® SERVICES DISPUTE RESOLUTION – If the Trustee is not satisfied with the Credit Union’s response, the Credit Union will provide the Trustee, upon request, with a written account of its investigation and the reason for its findings.  If the Trustee is not satisfied, the issue will be referred for mediation to either a credit union system dispute resolution service, or if no such service is available, to an external mediator if agreed between the Trustee and the Credit Union.  Neither the Credit Union nor the Trustee will have the right to start court action until 30 days have passed since the problem was first raised with the Credit Union.Any dispute related to goods or services supplied in a Point-of-Sale Transaction is strictly between the Trustee and the Merchant, and the Trustee will raise no defence or claim against the Credit Union.

30. TERMINATION OF DEBIT CARD PRIVILEGES – The Trustee acknowledges and agrees that the Credit Union may, in its sole discretion, at any time or for any reason, restrict, suspend, or terminate the Trustee’s Debit Card privileges without advance notice to the Trustee.  The Trustee acknowledges and agrees that it will indemnify and save harmless the Credit Union from and against any and all damages, costs, expenses, and liability arising or incurred by the Credit Union as a result of any use of a Debit Card by an Authorized User that:

a) is inconsistent with a restriction imposed on the use of the Debit Card by the Credit Union and communicated to the Trustee, or
b) that takes place following the suspension or termination of Debit Card privileges by the Credit Union.

The Trustee will immediately return all Debit Cards issued to it or to the Authorized User(s) upon:

a) ceasing to be a member of the Credit Union,
b) termination of this Agreement,
c) termination of Debit Card privileges, or
d) otherwise upon request by the Credit Union.

The Trustee will be responsible for paying all legal fees and expenses (on a solicitor and own client basis) incurred by the Credit Union in taking possession of the Debit Card.The Trustee’s insolvency, bankruptcy, dissolution, or death will constitute an automatic revocation of the privileges associated with all Debit Cards and PINs and the Credit Union may capture and retain all the Debit Cards.

31. DIRECT SERVICES ACKNOWLEDGMENT – If the Trustee subscribes to Direct Services, the Trustee acknowledges and agrees that:

a) when transfers and bill payments are made through the Direct Services, funds are irrevocably transferred out of the Account and the Transaction cannot be revoked or countermanded,
b) even if more than one signature is required on cheques and withdrawal slips, any one Authorized User may conduct Transactions using Direct Services, including transferring money out of the Account and making bill payments,
c) anyone with access to the PAC will be able to access Direct Services and may use them to transfer money out of the Account, set up bill payment arrangements, make bill payments, and conduct any other Transaction,
d) the Credit Union will not be liable in any way to the Trustee or to any other person for processing or accepting on the Account any Transaction resulting 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 the Trustee, or if bills of a person other than the Trustee are paid, 
e) the Trustee will be liable for all Transactions conducted using Direct Services, including Transactions that benefit a person other than the Trustee or that result in the payment of bills owed by a person other than the Trustee, and
f) a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

32. INTERNET – If Direct Services are made available through the Internet, the Authorized User acknowledges that, although the Credit Union uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission over the Internet, security is not guaranteed and information is transmitted at the risk of the Authorized User.  The Trustee acknowledges that to reduce the risk of viruses or online attacks, the computer used to access Direct Services should have a current anti-virus program, an anti-spyware program and a firewall.  The Trustee further acknowledges that to reduce the risk of unauthorized access to the Account, the Trustee will sign out of Direct Services and close the browser when finished using it.  The Depositor further acknowledges that using public or shared computers to access Direct Services increases the risk of unauthorized access to the Account.

33. LINKS – If Direct Services are made available through the Internet, the Credit Union’s website may provide links to other websites, including those of Third Parties who may also provide services to the Authorized User.  The Authorized User acknowledges that all those websites are independent from the Credit Union’s.  The Credit Union has no liability for those websites or their contents or their use.  Links are provided for convenience only and the Authorized User assumes all risk resulting from accessing or using such websites.

34. THIRD PARTY SERVICES – The Credit Union may from time to time make services provided by Third Parties available through the Credit Union’s website.  The Authorized User acknowledges and agrees that:

a) the Credit Union makes the services of Third Parties available through its website for the convenience of its members.  The services are provided by the Third Party, not the Credit Union.  The Authorized User’s relationship with the Third Party is a separate relationship, independent of the relationship between the Authorized User and the Credit Union and such relationship is outside the control of the Credit Union,
b) the Credit Union makes no representation or warranty to the Authorized User with respect to any services provided by a Third Party even though those services may be accessed by the Authorized User through the Credit Union’s website or through Direct Services,
c) the Authorized User assumes all risks associated with accessing or using the services of Third Parties,
d) the Credit Union has no responsibility or liability to the Authorized User in respect of services provided by a Third Party,
e) any dispute that relates to services provided by a Third Party is strictly between the Authorized User and the Third Party and the Authorized User will raise no defence or claim against the Credit Union, 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 will from time to time adopt policies and procedures to address the reporting and record-keeping requirements of that legislation.

35. DIRECT SERVICES AND THIRD PARTY – In respect of all Direct Services and any Third Party services made available by the Credit Union, the Trustee shall not, and shall ensure that each Authorized User does not:

a) use services for an illegal, fraudulent, or defamatory purpose,
b) take steps, or cause or permit anything to be done, which 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 Direct Services or Third Party services).

In the event of a breach of the provisions of a) or b), the Trustee’s participation in Direct Services or any service provided by a Third Party may be suspended or terminated.

36. CODE OF PRACTICE – This Agreement is drafted with due regard to the Canadian 

Code of Practice for Consumer Debit Card Payment Services, a copy of which is available from the Credit Union on request.

INSTRUCTIONS

37. COUNTERMANDS – Any countermand of payment (commonly called a “stop payment”) of a cheque or other negotiable Instrument drawn on the Account must be in writing and signed by the Authorized User who signed the cheque or other negotiable Instrument that is the subject of the countermand, or by some other person(s) duly authorized by the Trustee.  On receiving a countermand of payment of a cheque or other negotiable Instrument drawn on the Account, the Credit Union:

a) will use reasonable diligence to effect the countermand, but
b) will not be liable to the Trustee or any other person by reason of complying with, or failing to comply with, the countermand, whether the Credit Union is negligent, willfully negligent or otherwise.

The Trustee hereby agrees to indemnify and save the Credit Union harmless for all liability, costs, damages, and expenses incurred by the Credit Union by reason of it complying with, or failing to comply with, a countermand of payment.  This indemnity will enure to the benefit of the Credit Union and will be binding upon the Trustee and the Trustee’s successors and assigns.

38. FACSIMILE SIGNATURES – The Trustee may, from time to time, provide the Credit Union with certified copies of the Trustee’s Facsimile Signatures.  The Credit Union may treat each Certified Facsimile Signature on an Instrument as the original and genuine signature of the Authorized Users.The Trustee will maintain appropriate security over all signature stamps, other devices, and computer programs used to apply or generate Facsimile Signatures on Instruments. 

39. REMOTE INSTRUCTIONS – The Trustee may provide Remote Instructions to a branch of the Credit Union.  The Remote Instructions may concern the Account maintained at that branch, or concern other Transactions and arrangements conducted at or with that branch.

The Credit Union may, but will not be obliged to, act on Remote Instructions received in the name of the Trustee to the same extent as if the Remote Instructions were written instructions delivered to the Credit Union by mail signed by the Authorized Users authorized to operate the Account.  The Credit Union may assume that any such Remote Instructions are genuine.

The Credit Union may in its sole discretion refuse to act on any Remote Instruction.

The Remote Instructions will be deemed received by the Credit Union only when it is brought to the attention of an authorized Credit Union officer.

Remote Instructions may be transmitted to the Credit Union at the telephone or fax number or email address provided by the Credit Union, or at such other telephone or fax number or email as the Credit Union may advise the Trustee by notice in writing.

Any of the Authorized Users may acting alone, provide Remote Instructions to the Credit Union on behalf of the Trustee, even if the certified resolution of the Trustee specifies that two or more Authorized Users are required to operate the Account.  The Credit Union may assume that any person identifying themselves as an Authorized User is in fact an Authorized User and the Credit Union may act on the Remote Instructions provided by any such person.  The Trustee will be bound by all Remote Instructions given to the Credit Union in the name of the Trustee.

A copy of any fax or email message constituting Remote Instructions or the Credit Union’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 the Trustee or an Authorized User.  The copy or notes will be prima facie evidence of the instructions the Trustee gave the Credit Union.

ACCOUNT RECORDS AND ERRORS AND OMISSIONS

40. STATEMENTS – Unless the Trustee requests the Credit Union to hold the Trustee’s statement of account for the Account for pick up by the Trustee or appoints in writing an agent to pick up the statement of account for the Account or consents to the statement of account for the Account being made available electronically or requests no statement of account for the Account to be sent by the Credit Union, the Credit Union will mail such statement of account for the Account to the Trustee at the address the Trustee last gave in writing.  It is the Trustee’s responsibility to notify the Credit Union immediately of any change in the Trustee’s address.

41. NO STATEMENT REQUEST – If, at the request of the Trustee, the Credit Union agrees to cease printing and mailing statements of account for the Account, the Trustee acknowledges and agrees that:

a) the Trustee will be responsible to obtain  (whether from the Credit Union or using Direct Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by the end of the following calendar month (the “Notification Date”), notify the Credit Union of any errors, irregularities, or omissions in that account record or in any cheque or other items or any forgeries 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, or omissions of which the Trustee has notified the Credit Union in writing on or before the Notification Date), the Trustee agrees that:

i) the amount of the balances shown on the last day of the calendar month is correct and binding on the Trustee subject to the right of the Credit Union to make reversals as set forth in vi) and vii) below,
ii) all amounts charged to the Account are valid,
iii) the Trustee is not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month.
iv) the Trustee has verified the validity of any cheques, and other instruments and instructions, and
v) the use of any service shown is correct.

The Trustee acknowledges that:

vi) notwithstanding a cheque or other negotiable item may be provisionally posted to the Account, it is not considered processed until it has been honoured and collected by the Credit Union and the credit represented by a cheque or other negotiable item that is not honoured and collected may be reversed from the Account notwithstanding any provisional posting and the statement of account for the Account modified accordingly, and
vii) notwithstanding 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 the Credit Union and a deposit or other credit that is not verified and accepted may be reversed from the Account notwithstanding any provisional posting and the statement of account for the Account modified accordingly.

c) Despite section b) above, 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 the Trustee, the time period for making such a claim is ten business days from the date of debiting.

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

42. RECORDS AND CHEQUE IMAGING – The Credit Union will determine, in its sole discretion, whether cheques and other items will be returned to the Trustee with the statement of account for the Account.

If the Credit Union implements an imaging program, the Credit Union will determine, in its sole discretion, whether copies of images of cheques and other items will be provided for the statement of account for the Account.  The Trustee acknowledges that copies of images of cheques and other items may be provided before the Credit Union has determined whether the cheque or other item will be honoured or accepted and agrees that copies of images of cheques and other items are made available by the Credit Union as a service to the Trustee and that the provision of copies of images of cheques and other items does not mean that the Transaction has been processed or in any way oblige the Credit Union to honour or accept the cheque or other item.

The Trustee acknowledges that if the Credit Union adopts an imaging program, the physical cheques and other items may be destroyed.  If the Credit Union has implemented an imaging program and determines not to include copies of images of cheques and other items with the statement of account for the Account, the Credit Union will ensure that copies of images can be made available to the Trustee upon request for at least five years following the date of the statement of account for the Account on which the cheque or other item appears, subject to payment of the service charges established by the Credit Union from time to time.

43. VIEWING CHEQUE IMAGES – The Credit Union may in connection with Direct Services permit the Authorized User to view and print images of cheques and other Instruments drawn on the Account, and such images may be made available before the Credit Union has determined whether the cheque or other Instrument will be honoured or accepted.  The Authorized User acknowledges and agrees that such images are made available by the Credit Union as a service to the Authorized User and the provision of such images does not mean that the Transaction has been processed, or in any way oblige the Credit Union to honour or accept the cheque or other Instrument.

44. NOTING OR PROTESTING – The Trustee:

a) will be liable, without presentation, protest or notice of dishonour to any parties, for the nonacceptance or nonpayment of any bills, notes, cheques or other Instruments the Trustee delivered to the Credit Union for deposit, discount, collection or otherwise, and
b) will be liable to the Credit Union as if proper notice of dishonour, protest and presentment had been made or given,

and the Credit Union may

c) charge such items, when dishonoured, to the Account in accordance with section 12 above, and
d) note or protest any item should the Credit Union consider it advisable to do so, but the Credit Union will not be liable for failure to note or protest any such item.

45. VERIFICATION OF ACCOUNT – The Trustee will examine each statement of account for the Account and verify the completeness and correctness of the statement of account for the Account.  Within 30 days of the date of mailing the statement of account for the Account or making it available for pick up, the Trustee will point out the following to the Credit Union in writing:

a) any errors, irregularities or omissions in the statement of account for the Account, and
b) any debits wrongly made.

From and after the expiration of the 30-day period (except for errors or irregularities pointed out in writing to the Credit Union before the 30 days expire), the Trustee is deemed to have acknowledged that:

a) the statement of account for the Account and the balances shown on the statement of account for the Account are correct,
b) all amounts charged to the Account are valid,
c) the Trustee is not entitled to be credited with any amount not shown on the statement of account for the Account,
d) the Trustee has verified the validity of any cheques, other Instruments and instructions, ande) the use of any service shown is correct.

After the expiration of the 30-day period (except for errors or irregularities pointed out in writing to the Credit Union before the 30 days expire) the Trustee may not claim for any purpose that any entry on the statement of account for the Account is incorrect and will have no claim against the Credit Union for reimbursement relating to any entry, even if the entry is unauthorized or fraudulent or is based upon a cheque, other Instrument or instruction that is forged, unauthorized or fraudulent.Nothing in this section 45 limits in any way the rights of the Credit Union under this Agreement including, without limitation, the rights of the Credit Union under sections 8, 12, and 44.

46. LIABILITY FOR ERRORS AND OMISSIONS – If the Credit Union makes an error or omission in recording any Transaction, the Credit Union will only be liable for the amount of the error or omission if the Trustee has given written notice to the Credit Union within the time provided in this Agreement. If the Trustee has given such notice, the Credit Union’s liability is limited to the amount of the error or omission.  In no event will the Credit Union be liable for any delay, inconvenience, loss, or damage (whether direct, indirect, or consequential) whatsoever caused by, or arising from, any such error or omission, even if the Credit Union has been negligent.

47. RECORDS – The Credit Union’s records of all Transactions will be deemed to be correct and will be conclusive and binding on the Trustee.  All Transactions will appear on the regular statement of account for the Account.If the Trustee believes the records of the Credit Union contain an error or omission, the Trustee must give written notice to the Credit Union within the time provided in this Agreement.A paper record of the Transaction dispensed mechanically as a result of the use of the Debit Card constitutes a record of the Authorized User’s instructions.  Whether such a record of a Transaction is issued or not, it is the Trustee’s responsibility to verify that the Transaction has been properly executed by checking the statement of account for the Account or passbook entries itemizing Transactions.In the absence of evidence to the contrary, the records of the Credit Union are conclusive for all purposes, including litigation, in respect of:

a) any instructions given by the Authorized User to the Credit Union using the Member Card® Services,
b) the contents of any envelope deposited by the Authorized User into an ATM,
c) any withdrawal, deposit, or transfer using the Member Card® Services, and
d) any other matter or thing relating to the state of accounts between the Trustee and the Credit Union in respect of any electronic Transaction.

COMPLIANCE AND LIABILITY

48. CONFIDENTIALITY – The Credit Union may release confidential Trustee information as permitted or required by law or in a court proceeding or with the Trustee’s consent.

49. RISK – The Trustee assumes all risk (including, without limitation, the risk of fraud) resulting from the use of the Account. The Trustee will notify the Credit Union immediately:a) of any misuse or unauthorized use of the PAC, orb) if the PAC becomes known to anyone other than the Authorized Users.

The Trustee acknowledges that the Trustee is responsible for all use made of the PAC and that the Credit Union is not liable for the Trustee’s failure to comply with any part of the Agreement.  The Trustee is liable for all authorized and unauthorized use, including all withdrawals on and any transfers from any Account.  The Trustee is also liable for all fraudulent or worthless deposits made into the Account.

If the Trustee did not reveal the PAC to any other person or write it down or otherwise record it, the Trustee will not be liable for any unauthorized use that occurs after the Credit Union has received written notice from the Trustee that the PAC may have become known to someone other than the Trustee.  The Credit Union will not be considered to have received written notice until the Credit Union gives the Trustee written acknowledgement of receipt of such notice.

Any monies or negotiable Instruments placed in an envelope or deposit bag and placed by the Trustee in the night depository will be at the Trustee’s risk until the monies or negotiable Instruments are actually entered or recorded as a deposit to the credit of the Account.  The Credit Union is not responsible for or under any obligation to account for any lost or destroyed monies or negotiable Instruments which the Trustee may place in the night depository, even if the loss or destruction is the result of the Credit Union’s negligence or that of the authorized Credit Union officers.

The Credit Union will not be liable for any damages or other liabilities that the Trustee may incur by reason of the Credit Union acting, or failing to act, on Remote Instructions given in the name of the Trustee, whether or not the Trustee or the Authorized User actually gave the Remote Instructions.

The Trustee will be liable for all authorized use of the Debit Card by any person and, except as specifically set out in this Agreement, will be liable for all unauthorized use of the Debit Card by any person up to its established withdrawal limit (including funds accessible through a line of credit or overdraft privileges), prior to the expiry or cancellation of the Debit Card.  The Trustee acknowledges this includes liability for funds accessible through a line of credit or overdraft protection.  In the event of alteration of the Account balance due to technical problems, card issuer errors, and system malfunctions, the Trustee will be liable only to the extent of any benefit it has received, and will be entitled to recover from the Credit Union any direct losses the Trustee may have suffered.

The Credit Union will have the discretion to relieve the Trustee from liability for unauthorized use of the Debit Card in a case where the Trustee has inadvertently contributed to the unauthorized use and cooperates in an investigation.The Credit Union will not be liable to the Trustee 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 Point-of-Sale Transaction.

Except for direct losses resulting from circumstances beyond the Trustee’s control, such as technical problems and unauthorized use of the Debit Card and PIN, the Credit Union will not be liable for any loss, damage or injury arising from the use of ATMs or Point-of-Sale terminals or from any mechanical or operational failure of any such devices, and the Trustee releases the Credit Union from liability for any such loss, damage or injury.

The Trustee will instruct its Authorized Users that they must not use their Debit Card and PIN for any unlawful purpose, including the purchase of goods and  services prohibited by local law applicable in the Trustee’s jurisdiction.

The Trustee acknowledges that the Trustee bears all risks related to the use of Facsimile Signatures.

50. EXCLUSION OF CREDIT UNION RESPONSIBILITY – The Credit Union is not responsible for any loss or damage suffered or incurred by the Trustee except to the extent caused by the gross negligence or willful misconduct of the Credit Union, and in any such case the Credit Union will not be liable for any indirect, consequential or exemplary damages (including, but not limited to loss of profits) regardless of the cause of action and even if the Credit Union has been advised of the possibility of such damages.  In no event will the Credit Union be liable for any loss or damage suffered by the Trustee that is caused by:

a) the actions of, or any failure to act by, any Third Party (and no Third Party will be considered to be acting as an agent for the Credit Union unless expressly authorized to do so),
b) the inaccuracies in, or inadequacies of, any information furnished by the Trustee to the Credit Union,
c) the failure by the Credit Union to perform or fulfill any of its obligations to the Trustee, due to any cause beyond the Credit Union’s control, or
d) forged, unauthorized or fraudulent use of services, forged, unauthorized or fraudulent instructions or material alteration to an instruction.

51. INDEMNITY – The Trustee will indemnify and save the Credit Union harmless from and against all liability, costs, damages, and expenses incurred by the Credit Union as a result of:

a) the Credit Union treating a Facsimile Signature of an Authorized User as an original and genuine signature,
b) the Credit Union, or its branches, employees, or agents, endorsing, accepting for deposit, or presenting for acceptance or payment any of the cheques or other Instruments described in section 5 above,
c) the Credit Union making Direct Services available to the Trustee,
d) the Credit Union acting upon, or refusing to act upon, Remote Instructions,
e) the Trustee effecting any Transaction through the use of the Debit Card that would result in a negative balance in the Account contrary to section 21 above, or
f) any other Transaction conducted by the Trustee.

This indemnity will enure to the benefit of the Credit Union and will be binding upon the Trustee and the Trustee’s successors and assigns.

52. PROCEEDS OF CRIME LEGISLATION – The Trustee acknowledges that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that the Credit Union will from time to time adopt policies and procedures to address the reporting and record-keeping requirements of that legislation.  The Trustee agrees to abide by and comply with all such laws and procedures.

GENERAL

53. MODIFICATION OF AGREEMENT – From time to time the Credit Union may change the Terms and Conditions of this Agreement by giving the Trustee not less than seven days notice in writing of any such variation.  Such notice will inform the Trustee of the changes made and where the Trustee may obtain a copy of the changes or the revised Agreement.  The Credit Union may provide such notice to the Trustee by sending notice to the Trustee’s last known Notice Contact Information, by posting a notice at the Credit Union’s premises, by personal delivery, or by any other means the Credit Union considers appropriate.  Notice sent by mail will be effective 24 hours after the mailing date.  If the Trustee continues to operate the Account after notice is given in accordance with this section, the Trustee is deemed to have accepted the changes. 

54. TERMINATION – This Agreement may be terminated by either the Credit Union or the Trustee on not less than one business day’s prior written notice. If the Credit Union gives the Trustee notice of termination, the Trustee will immediately cease using the Night Deposit Service, return all access keys and will reimburse the Credit Union for any loss or damage to the keys or other facilities provided by the Credit Union.  Any notice of termination shall not release the Trustee from any obligations under this Agreement.

55. APPLICABLE LAW – This Agreement is governed by the laws of British Columbia.

56. ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Credit Union and the Trustee and their respective successors and assigns.

57. NOTICES – Any notice required or permitted to be given in connection with this Agreement will be in writing and will be addressed and delivered to the party to whom the notice is to be given, at the address or fax number set forth on this Business Member Application form in the case of notices to the Credit Union and to the Trustee’s last known address in the case of the Trustee, or at such other address or fax number as the party to whom the notice is to be given may have advised the party giving the notice in writing.

Business joint

Business Member Application — Joint Venture | ACCOUNT AGREEMENT TERMS AND CONDITIONS

This agreement (the “Agreement”) outlines the terms and conditions governing the Depositor’s use of the Account (defined below). The Financial Institution does not offer the Account other than in accordance with these terms and conditions. By requesting and using the Account, the Depositor acknowledges its acceptance of these terms and conditions.In consideration of the Financial Institution agreeing to operate the Account, the Depositor agrees as follows:

1. DEFINITIONS

1.1 INTERPRETATION – 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 the Depositor’s Accounts, including without limitation an ATM, a computer, a portable hand-held device, or a telephone including any form of mobile telephone.

“Account” means any of the Depositor’s business accounts or subaccounts (if applicable) that the Depositor may have now or in the future at the Financial Institution.“Account Documentation” means all documents, including the application and all agreements, between the Depositor and the Financial Institution that govern the operation of the Account.

“ATM” means an automated teller machine.

“Authorized Signatory” means the Depositor and any person authorized by the Depositor to exercise any or all of the following powers (either alone or with another person or persons) on behalf of the Depositor: sign binding agreements to designate any Authorized User(s), establish a member relationship with, become and act as the Depositor with, and borrow funds from, the Financial Institution, and for whom notice of any or all such authorization(s) has/have been given to the Financial Institution.

“Authorized User” means the Depositor and any person authorized by the Depositor to exercise any or all of the following powers (either alone or with another person or persons) on behalf of the Depositor: sign Instruments, access the Account using Member Card® Services or otherwise, provide instructions, including Remote Instructions, to the Financial Institution, and complete any and all other duties required with respect to the Account, and for whom notice of any or all such authorization(s) has/have been given to the Financial Institution.

“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.

“Certified Facsimile Signature” means a Facsimile Signature of the Depositor, Authorized User, and/or Authorized Signatory, as applicable, of which a certified copy has been given to the Financial Institution.

“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, including a Smart Card, issued by the Financial Institution that allows the holder of the card to deposit cash and/or 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.

“Depositor” means the customer or member of the Financial Institution who holds the Account with the Financial Institution.

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

“EDP Services” means an electronic mail service provided by EPO Inc. (doing business as epostTM) 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 the Depositor 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 or the United States, as and if applicable. For the purposes of this Agreement, third party Instruments that were either delivered to the Depositor with the payee in blank or endorsed over to the Depositor and post-dated Instruments shall not qualify as Eligible Bills. Further, any Instrument that has been in any way transferred to the Depositor from anyone other than the drawer, endorsed over to the Depositor, 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/or the Acxsys Corporation payment service.

“Facsimile Signature” means a signature engraved, lithographed, printed, stamped, or otherwise mechanically reproduced or computer-generated on an Instrument.“Financial Institution” means the financial institution, named in the Account Documentation, where the Depositor holds the Account.

“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.

“Member Card® Services” means the services offered by the Financial Institution from time to time allowing the Authorized User with a Member Card® Debit Card and a PIN to access the Account by electronic means.

“Night Deposit Service” means the service that allows the Authorized User to make deposits or leave items for safekeeping after regular business hours.

“Notice Contact Information” means the contact information, including, without limitation, postal address, email address, fax number, or telephone number, provided by the Depositor to, and accepted by, the Financial Institution, through which the Financial Institution gives written notice to the Depositor in accordance with this Agreement.

“Notification” means a written notification generated by or on behalf of the Financial Institution that provides, to the Depositor, notice of a pending or completed Transaction or a summary of the balance of the Account, including notifications issued by email or SMS text messages to any of the Depositor’s Notice Contact Information.

“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, or Rules of the Canadian Payments Association.

“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.

“Overdraft Rate” means the per annum rate of interest, regardless of compounding frequency, designated by the Financial Institution as its

“Overdraft Rate” from time to time.“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 and/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. 

“PIN” means the personal identification number used with the Debit Card to access the Account. “PIW” means the personal identification word used in connection with Remote Instructions.“Point-of-Sale Transaction” means the use of the Debit Card and the PIN as may be permitted from time to time by the Financial Institution for: 

a) the transfer of funds from the Account to purchase or lease goods or services from a merchant (the “Merchant”);
b) the transfer of funds from the 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 the 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 the Depositor’s written request.

“Remote Deposit Service” means the remote deposit capture service provided by the Financial Institution and Central 1, and accessed through Direct Services, that allows the Depositor, using an Access Terminal and/or any other means authorized by the Financial Institution in its 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 by the Authorized User to the Financial Institution with respect to the operation of the Account from a remote location using a computer, portable hand-held device, telephone, mobile telephone, fax, via the Financial Institution’s online banking system, email, text message transmission, or other remote communication acceptable to the Financial Institution in order to operate the Account or authorize Transactions and make arrangements with the Financial Institution.

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

“Smart Card” means a Debit Card that has an embedded integrated circuit that can process data and protect the cardholder from fraudulent use.

“Third Party” means any person, firm, corporation, association, organization, or entity other than the Financial Institution or Central 1.“Trade Name” means the trade name(s) set out in the Account Documentation.“Transaction” means any transaction processed to or from the Account.

2. GENERAL

2.1 LIABILITY – If the Depositor is a sole proprietorship or a corporation, the Account may be recorded in the name of the Depositor, and the Depositor is liable for all Transactions entered into with the Financial Institution under the name of the Depositor or the Trade Name, if applicable, whether the Transactions were entered into by the Depositor or by any other person or persons acting under the Depositor’s authority, whether that authority was expressed, implied, or apparent. All statements, notices, and other documents addressed to a Trade Name will be deemed to be addressed to the Depositor.

2.2 JOINT AND SEVERAL LIABILITY – If the Depositor is a partnership, the partners are jointly and severally liable to the Financial Institution for all Transactions on the Account and for all obligations, debts, and liabilities of the Depositor under this Agreement. Each partner acknowledges and agrees that it is bound by all Transactions conducted by the Authorized User(s) on the Account. This joint and several liability continues even if the Depositor is dissolved or any of the partners withdraws, retires, or dies.If the Account is opened for, or on behalf of, an unincorporated association, whether or not the unincorporated association is the Depositor as permitted by the laws of the province governing the Financial Institution, the Authorized Signatories are jointly and severally liable to the Financial Institution for all Transactions on the Account and for all obligations, debts, and liabilities of the Depositor under this Agreement. Each Authorized Signatory acknowledges and agrees that he or she is bound by all Transactions conducted by the Authorized User(s) on the Account. This joint and several liability continues even if the Depositor is dissolved or any of the Authorized Signatories withdraws, retires, or dies.

2.3 FORMS – The Depositor will use only such forms and Instruments as may be authorized by the Financial Institution from time to time. 

2.4 SERVICE CHARGES AND FEES – The Depositor will pay fees incurred on the Account, including, without limitation, fees imposed by a Third Party. The Depositor will pay the service charges that the Financial Institution establishes from time to time for the Account, including, without limitation, service charges for providing records regarding the Depositor that the Financial Institution is legally required to provide. The Depositor acknowledges receipt of a schedule of the Financial Institution’s charges for the Account in effect at the time of acceptance of this Agreement. The Financial Institution may from time to time increase or decrease the service charges for the Account and provide notice of such changes by sending a notice to the Depositor’s last known Notice Contact Information, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, by personal delivery, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the change to the attention of the Depositor. Current service charges for the Account may be obtained by contacting the Financial Institution or through the Financial Institution’s website. The Depositor is responsible for determining the then current service charges for the Account it requests in advance of requesting those services. By requesting the Account, the Depositor acknowledges its agreement to pay service charges for the Account requested by it then in effect. The Financial Institution can deduct service charges from the Account (or other accounts of the Depositor with the Financial Institution) when the service is requested or performed. New or amended service charges and fees will become effective on the earlier of 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 the Financial Institution.

2.5 VERIFICATION AND ACCEPTANCE OF TRANSACTIONS BY THE FINANCIAL INSTITUTION – All Transactions are subject to verification and acceptance by the Financial Institution 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 the Depositor authorized the Transaction, which may affect the Transaction date. Notwithstanding any other provision herein, if at any time the Financial Institution, acting reasonably, 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, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest.

2.6 NOTING OR PROTESTING – The Depositor:

a) will be liable, without presentation, protest, or notice of dishonour to any parties, for the nonacceptance or nonpayment of any bills, notes, cheques, or other Instruments the Depositor delivered to the Financial Institution for deposit, discount, collection, or otherwise; and
b) will be liable to the Financial Institution as if proper notice of dishonour, protest, and presentment had been made or given; and the Financial Institution may:
c) charge such items, when dishonoured, to the Account in accordance with article 5.3, Returned Items, and
d) note or protest any item should the Financial Institution consider it advisable to do so, but the Financial Institution will not be liable for failure to note or protest any such item.

2.7 AUTHORIZED SIGNATORY(IES) AND USER(S) – The Depositor will provide the Financial Institution with:

a) a certified copy of the resolution of the entity, if applicable, and copy of the instructions of the joint venture setting forth the powers of the Authorized User(s), the number and combination of Authorized User(s) required to exercise the powers, the names or positions of the Authorized Signatory(ies), and, where applicable, the names of any other persons with whom the Financial Institution may communicate in respect of the operation of the Account; and
b) a replacement certificate, or a certified copy of the resolution, if applicable, and copy of the instructions of the joint venture, if applicable, if the Authorized Signatory(ies) and/or Authorized User(s) or other authorized persons change(s).

The Financial Institution will be entitled to rely on the information contained in the last copy of the instructions of the joint venture, and the last certified resolution and/or replacement certificate of the Depositor, if applicable, delivered under this article.

2.8 TRADE NAME – In return for the Financial Institution agreeing to deal with Instruments made payable to, or endorsed in favour of, the Trade Name as though such Instruments were made payable to, or endorsed in favour of, the Depositor in the Depositor’s name, the Depositor agrees that the Depositor will be liable and responsible to the Financial Institution for such Instruments as though the Instruments were made payable to or endorsed in favour of the Depositor in the Depositor’s name.The Depositor hereby agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution by reason of the Financial Institution dealing with Instruments made payable to, or endorsed in favour of, the Trade Name. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s heirs, executors, successors and assigns.

2.9 ENDORSEMENT STAMP – The Depositor may use a stamped impression bearing the Depositor’s name to endorse Instruments the Depositor delivers to the Financial Institution for deposit, discount, collection, or otherwise. Endorsement in such a manner will be as binding on the Depositor as an endorsement actually signed by the Depositor or by an Authorized User.

2.10 CERTIFIED FACSIMILE SIGNATURES – The Depositor may, from time to time, provide the Financial Institution with certified copies of the Facsimile Signatures of the Depositor, Authorized User(s) and/or Authorized Signatory(ies), as applicable. The Financial Institution may treat each Certified Facsimile Signature on an Instrument as the original and genuine signature of the Depositor, Authorized User(s) and/or Authorized Signatory(ies).The Depositor will maintain appropriate security over all signature stamps, other devices, and computer programs used to apply or generate Facsimile Signatures on Instruments. 

2.11 TRUE INFORMATION – The Depositor agrees, and shall ensure that each Authorized Signatory) and/or Authorized User, as applicable, agrees, to provide true, accurate, current, and complete information about the Depositor, Authorized Signatory, Authorized User, and the Account when required by the Financial Institution and/or this Agreement. Further, the Depositor agrees, and shall ensure that each Authorized Signatory and/or Authorized User, as applicable, agrees, to notify the Financial Institution of any changes to such information within a reasonable period of time.

3. USE OF SERVICES

NIGHT DEPOSIT SERVICE – At the Depositor’s request, the Financial Institution will accept for deposit monies or Instruments acceptable to the Financial Institution placed in an envelope or deposit bag supplied by the Financial Institution and placed by the Depositor in the night depository, provided that the monies and Instruments are accompanied by a properly completed deposit slip signed by the Depositor and enclosed in the same envelope or deposit bag.The Financial Institution will open the night depository on each business day of the branch during regular business hours and will deposit any monies and Instruments acceptable to the Financial Institution in the manner directed by the Depositor.The Depositor agrees that the authorized Financial Institution officers who open the night depository and deposit the monies or Instruments to the credit of the Account are acting as the Depositor’s agent up to the time at which the monies or Instruments are actually entered and recorded as having been deposited to the Account, and the Depositor nominates, constitutes, and appoints any such authorized Financial Institution officers to deposit any monies or Instruments placed by the Depositor in the night depository to the credit of the Account as directed by the accompanying deposit slip.The Depositor acknowledges receipt of the number of access keys indicated on the Account Documentation. The Depositor will not duplicate any keys without the Financial Institution’s prior written approval.

3.2 DIRECT SERVICES AND MEMBER CARD® SERVICES – The Depositor may use or authorize the use of the Direct Services and/or the Member Card® Services to access any permitted Account and to authorize such Transactions as may be permitted by the Financial Institution from time to time, commencing upon the day these terms and conditions are accepted by the Depositor and the Depositor’s request for Direct Services and/or Member Card® Services is approved by the Financial Institution. If Member Card® Services is approved, the Financial Institution will issue a Debit Card to an Authorized User on request of the Depositor and will permit the Authorized User to select a PIN. The Depositor cannot use Direct Services or Member Card® 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 the Financial Institution’s approval. The Financial Institution may, from time to time, add to or delete from the types of use permitted and Direct Services and/or Member Card® Services offered. The Depositor will not permit any Authorized User to deposit any coins, non-negotiable items, or anything not acceptable for deposit to the Account into any ATM. The Depositor will pay to the Financial Institution any damages, costs, or losses suffered by the Financial Institution as a result of any such deposit.A Debit Card’s issue does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

3.3 DIRECT SERVICES AND MEMBER CARD® SERVICES ACKNOWLEDGMENT – The Depositor acknowledges and agrees 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 the Depositor;
b) even if more than 1 signature is required on cheques and withdrawal slips, any 1 Authorized User may conduct Transactions using Direct Services and/or Member Card® Services, including transferring money out of the Account and making bill payments;
c) anyone with access to the PAC, PIN, and/or PIW may be able to access Direct Services and/or Member Card® Services and may use the PAC, PIN, and/or PIW to transfer money out of an Account, set up bill payment arrangements, make bill payments, and authorize any other Transaction;
d) the Financial Institution will not be liable in any way to the Depositor 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 the Depositor, or if bills owed by a person other than the Depositor are paid;
e) the Depositor will be liable for all Transactions conducted using Direct Services and/or Member Card® Services, including Transactions that benefit a person other than the Depositor or that result in the payment of bills owed by a person other than the Depositor; and
f) a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.

3.4 BILL PAYMENTS – The Authorized User acknowledges and agrees that:

a) bill payments made through Direct Services, an Access Terminal, or at a branch of the Financial Institution 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 initiated and the internal accounting processes of the bill payment recipient;
b) it is the responsibility of the Authorized User 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) the Financial Institution 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 the Authorized User has made or received a bill payment in error, the Financial Institution may, but is not obliged to, assist the Authorized User by initiating or processing a ‘Bill Payment Error Correction Debit’, as defined under the Rules, and if so initiated, the Depositor agrees to indemnify the Financial Institution for any direct loss, costs or damages incurred, and will pay to the Financial Institution any reasonable service charges or fees related to the provision of the service; and
e) if the Financial Institution, absent gross negligence or wilful misconduct, initiates or processes a Bill Payment Error Correction Debit affecting the accounts or affairs of the Authorized User, the Financial Institution shall be held harmless for any and all loss, costs or damages suffered or incurred by the Authorized User, howsoever caused, relating to the bill payment or the Bill Payment Error Correction Debit process.

3.5 AVAILABILITY OF DIRECT SERVICES AND MEMBER CARD® SERVICES – The Depositor acknowledges that the availability of Direct Services and/or Member Card® 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 the Depositor may suffer in any way arising from non-continuous or interrupted service or the Financial Institution or Central 1 providing or failing to provide Direct Services and/or Member Card® 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 the Depositor has advised the Financial Institution of such consequences. The Depositor releases and agrees to hold harmless the Financial Institution and Central 1 from any and all Interruption Claims.

3.6 EDP SERVICES – If the Financial Institution through Direct Services makes EDP Services available and the Depositor uses the EDP Services:

a) the Depositor consents to epostTM preparing, using, and disclosing reports relative to the performance and/or operation of the EDP Services, including statistical or performance reports and other analysis, compilation, and information about the EDP Services or the Depositor, and reports that pertain to the Depositor’s involvement in and use of the EDP Services. The Depositor further consents to epostTM disclosing to Central 1 Depositor-specific data that consists of the total number of Billers for which the Depositor has registered, without identifying those Billers apart from the Financial Institution and its affiliates, and without identifying detailed data of the Depositor’s viewing activities;
b) the Depositor acknowledges that epostTM will not respond directly to the Depositor with respect to any inquiries, requests, questions, complaints, or other issues relating to the EDP Services in any way, other than to direct the Depositor to the Financial Institution or the Biller; and
c) the Depositor acknowledges that the consents contained in a) above are requirements of the EDP Services and that if such consents are withdrawn, the Depositor’s participation in the EDP Services may be suspended or terminated and any or all documents may not be presented via the EDP Services.

3.7 TRANSFERS WITH LINKED ACCOUNTS – If the Financial Institution through Direct Services enables the Depositor to link multiple Accounts to a single user name to allow the Depositor 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) the Financial Institution reserves the right to refuse to accept any Account;
b) the Depositor agrees that the Financial Institution, at its 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) the Financial Institution reserves the right to limit the number of Accounts that can be linked;
d) the Financial Institution reserves the right to limit the dollar amount of Transactions made to or from a linked Account;
e) the Financial Institution reserves the right to limit the number of Transactions made to or from a linked Account;
f) 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 the Financial Institution, during which time the Transaction or portion thereof will not be accessible to the Depositor;
g) the Depositor agrees that the Financial Institution cannot guarantee the date of a Transaction to and/or 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
h) all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

3.8 EMT SERVICES – If the Financial Institution through Direct Services makes EMT Services available and the Depositor uses the EMT Services, the Depositor acknowledges and agrees that:

a) the EMT Services are only available in Canadian dollars;
b) the Account will be debited as soon as the Depositor initiates a Transaction and the Financial Institution may hold the Transaction amount until the recipient successfully claims the Transaction or the Transaction is cancelled. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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 the Depositor;
d) 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, Acxsys Corporation, or a Participating Financial Institution;
e) an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after the Depositor originates the Transaction;
f) as the sender, the Depositor 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) the Financial Institution, 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) the Financial Institution 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, the Depositor will not include the EMT Answer in the Transaction details;
k) as the recipient, the Depositor will not disclose the EMT Answer except as required to claim or decline the Transaction;
l) the recipient may claim a Transaction using the online banking services of the Financial Institution or another Participating Financial Institution or through the Acxsys Corporation payment service;
m) if the recipient declines a Transaction that the Depositor initiated, the Transaction will be returned to the Depositor;
n) funds usually arrive in the recipient’s account within 3 to 5 business days from the day the recipient successfully claims the Transaction. The Financial Institution cannot guarantee the date of deposit;
o) as the sender, the Transaction will be returned to the Depositor 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 the Depositor, or if the recipient declines the Transaction. The Depositor is responsible for providing the recipient’s correct EMT Contact Information and further agrees that the recipient has consented to the Depositor’s use of the EMT Contact Information for EMT Services purposes, including its provision to the Financial Institution, 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. The Financial Institution will not pay interest on the Transaction amount;
q) 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;
r) the Depositor is responsible for providing valid EMT Contact Information and will immediately update it via Direct Services if there are any changes to said EMT Contact Information;
s) as the sender, the Depositor may cancel a Transaction up to the time the recipient successfully claims the Transaction. As the recipient, the Depositor acknowledges that a Transaction may be cancelled up to the time the Depositor successfully claims the Transaction;
t) all disputes will be handled directly between the sender and the recipient;
u) the Financial Institution may refuse to provide EMT Services for the Depositor; and
v) the Financial Institution 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 processing a Transaction or for Transactions claimed by someone other than the intended recipient.

3.9 REMOTE DEPOSITS – If the Financial Institution, through Direct Services, makes the Remote Deposit Service available and the Depositor uses the Remote Deposit Service, the Depositor acknowledges and agrees that:

a) solely for the Remote Deposit Service, the Financial Institution appoints the Depositor as its agent, to act on behalf of the Financial Institution in the creation and transmission of an Official Image to the Financial Institution, and any other related duties that may be required by the Financial Institution, all in accordance with the Rules and applicable legislation governing Instruments. In this context, transmission to and receipt by the Financial Institution 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. The Depositor acknowledges and agrees that this role as agent cannot be further delegated by the Depositor except to an Authorized User appointed in accordance with the Account Documentation. Further, the Depositor acknowledges and agrees that the Depositor 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 the Financial Institution 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) the Financial Institution 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 this Agreement and any policies of the Financial Institution governing Instruments;
c) the creation of an Official Image will be done using a method authorized by the Financial Institution, in its sole discretion, from time to time. Further, the Depositor agrees to take all proper and necessary precautions to prevent any other person, except an Authorized User appointed in accordance with the Account Documentation, from purporting to create or transmit an Official Image to the credit of the Depositor’s Account;
d) nothing in this Agreement obliges the Financial Institution to accept for deposit any item whether it is or purports to be an Official Image. The Depositor 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 the Depositor from anyone other than the drawer of that item, or that is in any way altered. If the Depositor has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Bill, then the Depositor 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 the Financial Institution, and fully disclose all material facts known by the Depositor 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 the sole discretion of the Financial Institution from time to time. The Depositor 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;
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 the Depositor;
g) any Transaction made on any day or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution;
h) once an Official Image of an Eligible Bill has been transmitted to the Financial Institution 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 the Depositor is requested to do so by the Financial Institution in writing. Further, the Depositor agrees 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, the Depositor agrees to indemnify and hold the Financial Institution and its 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 the Depositor’s use of the Remote Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Bills. The Depositor 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, the Depositor 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 the Financial Institution, the Depositor is 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 pencil, pen, or brightly colored highlighter.) For a period of 120 days after transmission of the Official Image to the Financial Institution, or such shorter period as stipulated by the Financial Institution in writing, the Depositor shall retain and produce to the Financial Institution on written request the original of all imaged Eligible Bills. If the Depositor receives a written request to retain or produce, the Depositor will comply with the written request, and shall, if requested, produce, by delivering to the Financial Institution, the original of all specified Eligible Bills within 5 business days of such request. If the Depositor fails to comply with the written request made pursuant to this provision, then the Financial Institution can place 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 the Financial Institution through the Remote Deposit Service or such shorter period as stipulated by the Financial Institution in writing, and provided that the Depositor has verified a credit to the Account that reconciles to the Official Image transmitted, the Depositor 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;
j) the Depositor is responsible for any and all costs associated with obtaining a replacement Instrument in the event that the Financial Institution requests that the Depositor 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 the Financial Institution’s sole discretion, electronic notices for purposes related to the Remote Deposit Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor uses the Remote Deposit Service to transmit an Official Image, including to advise the Depositor of the receipt by the Financial Institution of an Official Image. To receive such electronic notices, the Depositor must provide the Notice Contact Information required by the Financial Institution;
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 the Financial Institution or that the Account will be credited; and
m) 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 use of the Remote Deposit Service, including, but not limited to, a delay in processing a Transaction or the Financial Institution requiring the Depositor to obtain another Instrument.

3.10 ONLINE PAYMENT – If the Financial Institution, through Direct Services, makes the Online Payment Service available and the Depositor uses the Online Payment Service, the Depositor acknowledges and agrees 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 the Depositor through the appropriate online payment option available on the website of a Participating Merchant;
c) as soon as the Depositor 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. The Financial Institution will hold the Transaction amount until the Participating Merchant successfully claims the Transaction or 30 minutes have elapsed, whichever comes first. The Financial Institution has no obligation to and will not pay interest on the Transaction amount. To the extent permitted at law, the Financial Institution is 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 the Depositor;
e) 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, 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 the Depositor;
g) the Financial Institution 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 the Depositor authorized, the Transaction amount will be reinstated after 30 minutes have elapsed since the Transaction was authorized. However, the Financial Institution cannot guarantee the date or time that the hold on the Transaction amount will be removed;
i) the Financial Institution, 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 the Depositor;
k) all disputes, including requests for refunds, will be handled directly between the Depositor and the Participating Merchant without the participation of the Financial Institution 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) the Financial Institution may refuse, in its sole discretion, to provide the Online Payment Service for the Depositor; 
m) in the Financial Institution’s sole discretion, electronic Notifications for purposes related to the Online Payment Service may be generated and sent to the Depositor at the Notice Contact Information after the Depositor authorizes a Transaction, including to advise the Depositor that the Account has been debited. To receive an electronic Notification, the Depositor must provide the Notice Contact Information required by the Financial Institution;
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 the Depositor has successfully purchased the product or service from the Participating Merchant; and
o) 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 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.

3.11 FOREIGN CURRENCY TRANSACTIONS – If the Depositor provides instructions to the Financial Institution on an Account that is denominated in a currency other than the currency of the Account, a conversion of currency may be required. In all such Transactions and at any time a conversion of currency is made, the Financial Institution may act as principal with the Depositor in converting the currency at rates established or determined by the Financial Institution, affiliated parties, or parties with whom the Financial Institution contracts. The Financial Institution, its affiliates, and contractors may earn revenue and commissions, in addition to applicable service charges, based on the difference between the applicable bid and ask rates for the currency and the rate at which the rate is offset in the market.

3.12 NO OBLIGATION – Nothing in this Agreement will oblige the Financial Institution to:

a) honour any Instrument drawn by the Depositor on the Financial Institution,
b) accept any monies for investment in shares or for deposit,
c) redeem shares,
d) transfer money, or
e) lend money to the Depositor.


4. DEPOSITOR INSTRUCTIONS

4.1 INSTRUMENTS – Notwithstanding article 2.5, Verification and Acceptance of Transactions by the Financial Institution, the Depositor acknowledges and agrees that the Financial Institution will not be obliged to examine or assure itself of the regularity or validity of any endorsement or signature appearing on any Instrument. The Depositor releases and agrees to indemnify and hold harmless the Financial Institution from all claims by the Depositor or others concerning the regularity or validity of any endorsement or signature.If the Depositor is not a sole proprietorship, the Depositor further acknowledges and agrees that if more than 1 endorsement or signature is required on an Instrument, that such an arrangement is solely between the Depositor and the Authorized User(s), whether the Financial Institution has notice of such an arrangement, including in the form described in article 2.7, Authorized Signatory(ies) and User(s), or not. The Depositor releases the Financial Institution from all claims by the Depositor or others concerning the adequacy or authority of endorsements or signatures required in any arrangement made between the Depositor and the Authorized User(s).The Depositor authorizes the Financial Institution, without enquiry, to honour and pay Instruments drawn on the Account, regardless of whether such Instruments are:

a) drawn to the order of the Depositor or one of the Authorized Users who signed them on behalf of the Depositor,
b) payable to cash or bearer, 
c) payable to the order and negotiated by or on behalf of the Depositor,d) encashed or tendered to pay the obligations of the Depositor or one or more of the Authorized Users who signed them on behalf of the Depositor, or
e) deposited to the credit of the Depositor or one of the Authorized Users who signed them on behalf of the Depositor.

4.2 COUNTERMANDS – Any countermand of payment (commonly called a “stop payment”) of an Instrument drawn on the Account must be in writing and signed by the Authorized User who signed the Instrument that is the subject of the countermand, or by some other person(s) duly authorized by the Depositor. On receiving a countermand of payment of an Instrument drawn on the Account, the Financial Institution will:

a) use reasonable diligence to comply with the countermand, but
b) not be liable to the Depositor or any other person by reason of complying with, or failing to comply with, the countermand, whether the Financial Institution is negligent, wilfully negligent, or otherwise.

The Depositor hereby agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution by reason of it complying with, or failing to comply with, a countermand of payment. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

4.3 REMOTE INSTRUCTIONS – The Depositor may provide Remote Instructions to any branch of the Financial Institution as permitted by the Financial Institution, online through the Direct Services web portal, or through the Financial Institution’s 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 the name of the Depositor along with any requisite PAC and/or PIW, if any, to the same extent as if the Remote Instructions were written instructions delivered to the Financial Institution by mail and signed by an Authorized User on 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. Remote Instructions are deemed received by the Financial Institution only when actually received and brought to the attention of an authorized officer 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 the Financial Institution, or at such other telephone or fax number or email address as the Financial Institution may advise the Depositor by notice in writing, or online through the Direct Services web portal. Any Authorized User(s) permitted to provide Remote Instructions may act alone and provide Remote Instructions to the Financial Institution on behalf of the Depositor, even if the instructions provided in accordance with article 2.7, Authorized Signatory(ies) and User(s), specifies that 2 or more Authorized Users are otherwise required to operate the Account. The Financial Institution, acting reasonably, is entitled to assume that any person identifying himself or herself as an Authorized User is in fact an Authorized User, and can rely upon such, and the Financial Institution may act on the Remote Instructions provided by any such person. All Remote Instructions given to the Financial Institution in the name of the Depositor will bind the Depositor.

4.4 ACCESS TERMINAL TRANSACTIONS – The Depositor acknowledges and agrees that:

a) using the PAC, PIN, and/or PIW to authorize a Transaction constitutes authorization of that Transaction in the same manner as if authorization was given by the Depositor in person or as otherwise contemplated or permitted by this Agreement;
b) the Depositor will be bound by each such Transaction; and
c) once a PAC, PIN, and/or PIW has been used to authorize a Transaction, the Transaction may not be revoked or countermanded.

This Agreement and the fact that the Depositor has use of a Debit Card does not give the Depositor any credit privileges or any entitlement to overdraw the Account, except as provided by separate agreement with the Financial Institution.

The Depositor irrevocably authorizes and directs the Financial Institution 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, PIN, and/or PIW, in person by the Depositor or Authorized User, or as otherwise contemplated or permitted by this Agreement, in accordance with the normal practices of the Financial Institution, which may be amended from time to time without notice.

4.5 LOST OR DESTROYED INSTRUMENT – If an Instrument drawn on the Account is lost or destroyed while in the possession of another financial institution or its agents, the Financial Institution may, for all purposes, treat a copy of the Instrument, certified as being a true copy by the other financial institution, as though it were the original Instrument.

4.6 LOST OR STOLEN DEBIT CARD OR COMPROMISED PIN – If the Depositor suspects or becomes aware that the Debit Card is lost or stolen, or that the PIN has been made accessible to another person, then the Depositor will notify the Financial Institution or its agent immediately, in person or by telephone. Notification will only be considered given if the Depositor speaks directly to an authorized Financial Institution officer or agent. Upon receipt of such notice, the Depositor’s liability for further unauthorized use of the Debit Card will terminate. If the Depositor notified the Financial Institution promptly and cooperated in any investigation, once the Financial Institution is satisfied that the Depositor is the victim of fraud, theft, or coercion by trickery, force, or intimidation, the Depositor will be entitled to recover from the Financial Institution any direct losses from the Account through the use of the Debit Card in such fraud, theft, or coercion incurred after notice is given to the Financial Institution.

5. COLLECTIONS

5.1 DEPOSITS – The Financial Institution may:

a) collect or present for acceptance or payment, through such banks or other agents as the Financial Institution may deem best, all Instruments delivered by the Depositor for deposit, discount, collection, or otherwise;
b) accept in payment of, or remittance for, such Instruments, cash or bank drafts, cheques, settlement cards, clearing house slips, or any other evidence of payment from the banks or other agents; and
c) place a hold on the proceeds of an Instrument presented by the Depositor until the Financial Institution accepts payment of, or remittance for, such Instrument.

Any deposit made on any day during which the Financial Institution is not open for business, or at any time during which the Financial Institution is not open for business, may be credited to the Account on the next business day of the Financial Institution.The banks or other agents described in a) and b) above will be deemed the Depositor’s agent and not the Financial Institution’s agent.The Financial Institution will not be liable for:

d) any loss resulting from the acceptance of such evidence as a payment in lieu of cash,
e) the failure of any bank or other financial institution or any agent to remit the same,
f) the nonpayment of any cheque, bank draft, settlement card, clearing house slip, or any other evidence of payment accepted in payment or as a remittance from any other bank or agent, or
g) the default, neglect, or mistakes of any such banks or agents.

The Financial Institution will be responsible only for the monies actually irrevocably received by the Financial Institution from such banks or agents and free of any Third Party claims.

5.2 HOLD ON ACCOUNTS OR TRANSACTIONS – The Financial Institution may place a hold on the Account if: 

a) the Financial Institution becomes aware of suspicious or possible fraudulent or unauthorized Account activity that may cause a loss to the Depositor, the Financial Institution, Central 1, or an identifiable Third Party; 
b) an issue arises as to who the proper signing authorities are on the Account; or 
c) a claim is made by a Third Party to the funds in the Account which, in the Financial Institution’s sole discretion, is potentially legitimate.

The Depositor authorizes the Financial Institution to make such inquiries and do such things, at the Depositor’s expense, as the Financial Institution deems necessary to resolve any of the issues noted above, including applying, at the Depositor’s expense, to a court of competent jurisdiction (a “Court”) to pay funds into Court and/or seek directions from a Court. The Depositor agrees to indemnify the Financial Institution for any expense or cost incurred by the Financial Institution arising from the need to place a hold on the Account or Transactions, including but not limited to expenses incurred relating to an application to a Court. If the Depositor is requested and fails to do so, the Financial Institution may, in its sole discretion, close or place a hold on the Account, free of any responsibility or liability for unprocessed Transactions during such time. Any credit to the Account for any non-cash Instrument is provisional and subject to a hold or reversal unless the Financial Institution has received actual irrevocable payment, free of any Third Party claims.

5.3 RETURNED ITEMS – The Financial Institution is authorized to debit the Account with the amount of any Instrument that:

a) is not paid on presentation,
b) the Financial Institution has paid and is then called upon to refund,
c) may be dishonoured by nonacceptance or nonpayment,
d) is drawn on the account of a party that is bankrupt or insolvent,
e) the proceeds of which, through no fault of the Financial Institution, have been lost, stolen, or destroyed,
f) the proceeds of which, for any reason, the Financial Institution is unable to collect or withdraw,
g) has been cashed, negotiated, or credited to the Account but that has not been found good, or
h) is found to be forged, fraudulent, counterfeit, or unauthorized, regardless of whether or not the Instrument has cleared.

The Depositor further acknowledges and agrees to indemnify and save the Financial Institution harmless for all liability, costs, damages, and expenses incurred by the Financial Institution in connection with the foregoing, and authorizes the Financial Institution to debit the Account in respect of any such liability, costs, damages, and/or expenses. This indemnity will enure to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

5.4 OVERDRAFTS – If:

a) the Financial Institution honours an Instrument drawn by the Depositor on an Account and insufficient funds stand to the credit of that Account to pay the Instrument in full;
b) an Instrument delivered by the Depositor to the Financial Institution for deposit, discount, collection, or otherwise is returned to the Financial Institution dishonoured, and insufficient funds stand to the credit of the Account to permit the Financial Institution to debit the full amount of the dishonoured Instrument; or
c) the Financial Institution charges a fee, service charge, or other debit that the Financial Institution is authorized to charge to the Account, and if the funds standing to the credit of that Account are less than the amount charged to the Account;

then such event may, at the discretion of the Financial Institution, constitute:

d) an application to redeem or transfer Financial Institution shares owned by the Depositor or to withdraw or transfer monies on deposit from an Account in the Depositor’s name, to the extent that the funds standing to the credit of the particular Account are insufficient to pay the Instrument in full, or to permit the Financial Institution to charge the returned item or the fee, service charge, or debit to that Account; and
e) an application for a loan to the extent that the shares or monies standing to the credit of the Account in the Depositor’s name are insufficient to permit the payment or charging described in d) above.

If the Financial Institution grants a loan under e) above, the loan will be immediately due and payable forthwith without demand and the Depositor will pay interest on the balance of the loan at the Financial Institution’s Overdraft Rate in effect from time to time.The foregoing provisions do not give the Depositor any right to overdraw an Account or to authorize or permit anything, including a PAD or a Transaction authorized through a Debit Card, that would result in a negative balance in the Account. The Depositor agrees to indemnify the Financial Institution under article 7.3, Indemnity, e).

6. ACCOUNT SECURITY AND RISK6.1 DEPOSITOR RIGHTS FOR INNOCENT BREACH – Subject to the provisions of this Agreement:

a) if the Authorized User did not reveal the PAC, PIN, and/or PIW to any other person, other than authorized Financial Institution agents or officers when required by the Financial Institution, or write it down or otherwise record it, and changed the PAC, PIN, and/or PIW when required by this Agreement, the Depositor will not be liable for any unauthorized use that occurs after the Financial Institution has received written notice from the Depositor that the PAC, PIN, and/or PIW may have become known to someone other than the Authorized User. The Financial Institution will not be considered to have received written notice until the Financial Institution gives the Depositor written acknowledgement of receipt of such notice; and
b) the Financial Institution will not otherwise be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on Remote Instructions given in the name of the Depositor, whether or not the Depositor or the Authorized User actually gave the Remote Instructions. The Financial Institution will not be liable for any damages or other liabilities that the Depositor may incur by reason of the Financial Institution acting, or failing to act, on no statement requests made in the name of the Depositor, whether or not the Depositor or the Authorized User actually gave the no statement request by Remote Instructions.

6.2 FRAUD PREVENTION AND DETECTION – The Depositor agrees 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.The Depositor further agrees to diligently supervise and monitor the conduct and work of all agents and employees having any role in the preparation of the Depositor’s Instruments, the Depositor’s reconciliation of the statement of account for the Account, or other banking functions.

6.3 PROCEDURES FOR ADDRESSING UNAUTHORIZED TRANSACTIONS AND OTHER TRANSACTION PROBLEMS – In the event of a problem with a Transaction or an unauthorized Transaction, the Depositor will report the issue immediately to the Financial Institution. The Financial Institution will investigate and respond to the issue on a timely basis. The Financial Institution will not unreasonably restrict the Depositor from the use of the Account subject to dispute, as long as it is reasonably evident that the Depositor or the Authorized User(s) did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with this Agreement. The Financial Institution 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 the Depositor. Reimbursement will be made for losses from a problem or unauthorized Transaction in this time frame provided that the Depositor has complied with this Agreement and on the balance of probabilities it is shown that the Depositor or the Authorized User(s) took all reasonable and required steps to:

a) protect the confidentiality of the PAC, PIN, and/or PIW as required by this Agreement;
b) use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this 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.

6.4 DEBIT CARD CODE OF PRACTICE – This Agreement is drafted with due regard to the Canadian Code of Practice for Consumer Debit Card Services, a copy of which is available from the Financial Institution on request.If the Depositor is not satisfied with the Financial Institution’s response, the Financial Institution will provide the Depositor, upon request, with a written account of its investigation and the reason for its findings. If the Depositor is not satisfied, the issue will be referred for mediation to either a Financial Institution system dispute resolution service, or if no such service is available, to an external mediator if agreed between the Depositor and the Financial Institution. Neither the Financial Institution nor the Depositor will have the right to start court action until 30 days have passed since the problem was first raised with the Financial Institution.Any dispute related to goods or services supplied in a Point-of-Sale Transaction is strictly between the Depositor and the Merchant, and the Depositor will raise no defence or claim against the Financial Institution.

6.5 ACCESS TERMINAL SECURITY – If Direct Services are made available through the Internet or a telephone service provider, the Depositor acknowledges 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 the risk of the Depositor. The Depositor acknowledges and shall ensure that any private Access Terminal used by an Authorized User to access Direct Services is auto-locked by a password to prevent unauthorized use of the Access Terminal, has a current anti-Contaminant program and a firewall, and that it is the Depositor’s responsibility to reduce the risk of Contaminants or online attacks and to comply with this provision. The Depositor further acknowledges that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Authorized User will sign out of Direct Services and, where applicable, close the browser when finished using it. The Depositor further acknowledges that using public or shared computers and Access Terminals, or using Access Terminals in a public place or through an open WiFi or shared Bluetooth portal, to access Direct 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, PIN, and/or PIW.

6.6 PAC, PIN, AND PIW CONFIDENTIALITY – The Financial Institution can assign and/or require the Depositor to select and use a PAC, PIN, and/or PIW in connection with this Agreement. The Depositor agrees to ensure that the Authorized User(s) keep the PAC, PIN, and PIW confidential and will only reveal them to authorized Financial Institution agents or officers when required by the Financial Institution. The Depositor agrees to ensure that the Authorized User(s) will not record the PAC, PIN, or PIW in any format or medium. The Depositor can change the PAC, PIN, or PIW at any time. The Depositor will advise the Authorized User(s) that the Authorized User(s) may, by notice in writing to the Financial Institution, change the PAC, PIN, or PIW at any time. The Depositor agrees to ensure that the Authorized User(s) change(s) the PAC, PIN, or PIW if and when required by the Financial Institution. The Depositor acknowledges that the PAC, PIN, and/or PIW must be changed if there is a change in the Authorized Users on the Account. The Depositor is responsible for all use of the PAC, PIN, and/or PIW and for all Transactions on the Account.The Depositor acknowledges that the Financial Institution may, from time to time, implement additional security measures, and the Depositor will comply with all instructions and procedures issued by the Financial Institution in respect of such security measures. The Depositor is aware of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of the Financial Institution. The Depositor agrees not to respond to such unsolicited communications and will only initiate communications with the Financial Institution either through the Financial Institution’s Internet banking website or through the Financial Institution’s published contact information as shown on the Financial Institution’s website.

6.7 EXCLUSION OF FINANCIAL INSTITUTION RESPONSIBILITY – The Financial Institution is not responsible for any loss or damage suffered or incurred by the Depositor except to the extent caused by the gross negligence or intentional or wilful misconduct of the Financial Institution, and in any such case the Financial Institution 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 the Financial Institution has been advised of the possibility of such damages. In no event will the Financial Institution be liable for any cost, loss, or damage (whether direct, indirect, special, or consequential) suffered by the Depositor that is caused by:

a) the actions of, or any failure to act by, the Depositor, or any Third Party (and no Third Party will be considered to be acting as an agent for the Financial Institution unless expressly authorized to do so);
b) the inaccuracies in, or inadequacies of, any information provided by the Depositor to the Financial Institution, including, but not limited to, any failed, duplicative, or erroneous transmission of Remote Instructions;
c) the failure by the Financial Institution to perform or fulfill any of its obligations to the Depositor, due to any cause beyond the Financial Institution’s 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.

6.8 RISKS AND DUTIES – Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement, the Depositor assumes all risk of loss due to the use of the Account, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that it will notify the Financial Institution immediately:

a) of any suspected or actual misuse or unauthorized use of the PAC, PIN, and/or PIW, or
b) if the PAC, PIN, and/or PIW becomes known to anyone other than the Authorized User(s), and
c) if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them.

The Depositor or the Authorized User, as applicable, will change the PAC, PIN, and/or PIW if either of the notification requirements above in a) or b) arises.The Depositor acknowledges that the Depositor is responsible for all use made of the PAC, PIN, and/or PIW and that the Financial Institution is not liable for the Depositor’s failure to comply with any part of this Agreement. The Depositor is liable for all authorized and unauthorized use, including all Transactions. The Depositor is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Depositor expressly acknowledges and agrees that the Depositor shall be bound by and liable for any use of the PAC, PIN, and/or PIW by a member of any Authorized User’s household. The Financial Institution will not be liable to the Depositor 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 authorize the use of the Debit Card for a Point-of-Sale Transaction.Except for direct losses, subject to the restrictions in this Agreement, resulting from circumstances beyond the Depositor’s control such as technical problems and unauthorized use of the Debit Card and PIN, the Financial Institution will not be liable for any loss, damage, or injury arising from the use of ATMs or Point-of-Sale terminals or from any mechanical or operational failure of any such devices, and the Depositor releases the Financial Institution from liability for any such loss, damage, or injury. In the event of alteration of the Account balance due to technical problems, card issuer errors, and system malfunctions, the Depositor will be liable only to the extent of any benefit the Depositor has received, and will be entitled to recover from the Financial Institution any direct losses the Depositor may have suffered.The Depositor will instruct the Authorized User(s) not to use their Debit Card and PIN for any unlawful purpose, including the purchase of goods and services prohibited by local law applicable in the Depositor’s jurisdiction.The Depositor is liable for all transfers to linked accounts. The Depositor bears all risk for all such Transactions.Where the Depositor knows 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 the Financial Institution or found invalid for any reason, the Depositor has 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, the Depositor’s suspicion and the facts upon which the Depositor’s suspicion is based (“Suspicious Circumstances”). The Financial Institution may, in its sole discretion, investigate any Suspicious Circumstances disclosed by the Depositor, but the Financial Institution does not owe the Depositor any obligation to undertake its own investigation of Suspicious Circumstances. The Financial Institution may place a hold on all or some of the Accounts pending investigation of any improper use of any Account. Any hold imposed by the Financial Institution pursuant to any of the terms of this Agreement, or investigation undertaken by the Financial Institution, is imposed or undertaken by the Financial Institution at the Financial Institution’s sole discretion and for the Financial Institution’s sole benefit. Release of a hold by the Financial Institution is not a confirmation that a Transaction, instruction, or Instrument is in fact good and may not be relied upon as such by the Depositor. If, to the satisfaction of the Financial Institution, any improper use is established, the Financial Institution can withdraw or suspend operation of the Account without notice. Any monies or Instruments placed in an envelope or deposit bag and placed by an Authorized User in the night depository will be at the Depositor’s risk until the monies or Instruments are actually entered or recorded as a deposit to the credit of the Account. The Financial Institution is not responsible for or under any obligation to account for any lost or destroyed monies or Instruments which an Authorized User may place in the night depository, even if the loss or destruction is the result of the Financial Institution’s negligence or that of the authorized Financial Institution officers.The Depositor acknowledges that the Depositor bears all risks related to the use of Facsimile Signatures.

6.9 FINANCIAL INSTITUTION RECORDS – The Financial Institution’s records of all Transactions will be deemed to be correct and will be conclusive and binding on the Depositor. All Transactions will appear on the regular statement of account for the Account.If the Depositor believes or suspects that the records of the Financial Institution contain an error or omission, or reflect unauthorized Account activity, the Depositor must give immediate written notice to the Financial Institution, and in any event, must do so within the time provided in this Agreement.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 on behalf of the Depositor. The Depositor 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. In the absence of evidence to the contrary, the records of the Financial Institution are conclusive for all purposes, including litigation, in respect of any other matter or thing relating to the state of the Accounts between the Depositor and the Financial Institution in respect of any Transaction.

6.10 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 the Depositor has not caused or contributed to the error or omission in any way, has complied with this Agreement, has given written notice to the Financial Institution within the time provided in this Agreement, and to the extent the liability is not otherwise excluded by this Agreement. 

If the Depositor has given such notice, the Financial Institution’s maximum liability is limited to the amount of the error or omission. In no event will the Financial Institution 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.

7. THIRD PARTIES

7.1 LINKS – If Direct 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 the Depositor. The Depositor acknowledges 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 the Depositor assumes all risk resulting from accessing or using such other websites or Third Party services.

7.2 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. The Depositor acknowledges and agrees that:

a) the Financial Institution and Central 1 make the services of Third Parties available through Direct Services or the Financial Institution’s website for the convenience of Depositors. The services are provided by the Third Party and not the Financial Institution or Central 1. The Depositor’s relationship with the Third Party shall be a separate relationship, independent of the relationship between the Depositor and the Financial Institution and Central 1, and such a relationship is outside the control of the Financial Institution and Central 1;
b) the Financial Institution and Central 1 make no representation or warranty to the Depositor with respect to any services provided by a Third Party even though those services may be accessed by the Depositor through Direct Services or the Financial Institution’s website;
c) the Depositor assumes all risks associated with accessing or using the services of Third Parties;
d) the Financial Institution and Central 1 have no responsibility or liability to the Depositor in respect of services provided by a Third Party;
e) any dispute that relates to services provided by a Third Party is strictly between the Depositor and the Third Party, and the Depositor will raise no defence or claim against the Financial Institution and/or 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.

7.3 INDEMNITY – The Depositor agrees to indemnify and hold the Financial Institution and its 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 the Depositor’s use of the Account. Depositors must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense 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, the Depositor 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) the Financial Institution treating a Facsimile Signature of an Authorized User and/or Authorized Signatory as an original and genuine signature,
b) any of the Indemnified Parties making the Account available to the Depositor,
c) any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions,
d) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Depositor,
e) any Transaction that results in a negative balance in the Account, orf) the consequences of any Transaction authorized by the Depositor. 

This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Depositor and the Depositor’s 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.

8. ACCOUNT RECORDS

8.1 PAPER STATEMENTS – Unless the Depositor requests the Financial Institution to hold the Depositor’s statement of account for the Account for pick up by the Depositor, or appoints in writing an agent to pick up the statement of account for the Account, or consents to the statement of account for the Account being made available electronically, or requests no statement of account for the Account to be sent by the Financial Institution, the Financial Institution will mail such statement of account for the Account to the Depositor at the address the Depositor last gave in writing. It is the Depositor’s responsibility to notify the Financial Institution immediately of any change in the Depositor’s address. 

8.2 NO PAPER STATEMENT ACKNOWLEDGEMENT – If, at the request of the Depositor, the Financial Institution agrees to cease printing and mailing statements of account for the Account to the Depositor, the Depositor acknowledges and agrees that the Depositor will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of account for the Account.

8.3 COMPLIANCE WITH NOTIFICATION DATE – The Depositor will be responsible to obtain (whether from the Financial Institution or using Direct Services) and review, after the end of each calendar month, a statement of the activity in the Account, and will, by the end of the following calendar month (the “Notification Date”), notify the Financial Institution of any errors, irregularities, omissions, or unauthorized Transactions of any type in that account record or in any Instruments or other items, or of any forgeries, fraudulent or unauthorized Transactions of any type, and any debits wrongly made to the Account.

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 the Depositor has notified the Financial Institution in writing on or before the Notification Date), the Depositor agrees that:

a) the amount of the balances shown on the last day of the calendar month is correct and binding on the Depositor subject to the right of the Financial Institution to make reversals in accordance with this Agreement;
b) all amounts charged to the Account are valid;
c) the Depositor is not entitled to be credited with any amount not shown on the statement of account for the Account for that calendar month;
d) the Depositor has verified the validity of any Instruments and instructions; and
e) the use of any service shown is correct.

8.4 DEPOSITOR ACKNOWLEDGEMENT – The Depositor acknowledges that:

a) 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 the Financial Institution 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 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
b) 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 the Financial Institution. 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.

8.5 PAD REIMBURSEMENT – Despite article 8.3, Compliance with Notification Date, if the Depositor has authorized PADs to be issued against any of the Accounts, the Depositor acknowledges that the Rules provide that, under specified conditions, claims for reimbursement of PADs may be made and:

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

Claims must be made in writing to the Financial Institution within the specified time period and in compliance with the Rules, as amended from time to time.The Depositor further acknowledges that:

c) the Depositor may not receive the statement of account for the Account before the 10 business-day period expires and the Financial Institution is not obliged to otherwise notify the Depositor of PADs debited to the Account; and
d) after the 10 business-day period expires, and whether or not the Depositor has been notified of the PAD being debited to the Account, the Depositor must resolve any dispute directly with the payee – the Financial Institution will not be required to reimburse the Depositor for the amount of such PAD, notwithstanding any other provision of this Agreement.

The Depositor is responsible for PADs authorized by it, and agrees:

e) to release and discharge the Financial Institution from any and all claims and demands (except claims for reimbursement made within the 10 business-day period) in respect of PADs issued against the Account; and
f) to indemnify and save the Financial Institution harmless, from and against, all liability, cost, damages, and expenses incurred by the Financial Institution in connection therewith. The above indemnity enures to the benefit of the Financial Institution and will be binding upon the Depositor and the Depositor’s successors and assigns.

8.6 ACCOUNT STATEMENTS AND TRANSACTION VERIFICATION – The Depositor shall be deemed to have received a statement of account for the Account each time the Depositor uses Direct Services and each time the Depositor obtains an Account balance through any ATM or Access Terminal or conducts a Point-of-Sale Transaction. The Depositor shall also be deemed to have received and reviewed a statement of account for the Account at least monthly no later than the 21st day of the month following the preceding month, whether actually issued by the Financial Institution or whether the Depositor actually receives one or not.The Depositor agrees to examine every statement of account for the Account as soon as the Depositor receives it or is deemed to have received it. The Depositor shall immediately, and in any event no later than 30 days after receiving or being deemed to have received a statement of account for the Account, give notice to the Financial Institution of any errors, omissions, or irregularities, including any fraud or unauthorized activity, included in or preceding each such statement of account for the Account. Unless objected to in writing within 30 days of the date on which the statement of account for the Account is received or is deemed to have been received by the Depositor, the Depositor agrees that the Financial Institution’s records are conclusive evidence of the Depositor’s dealings with the Financial Institution regarding the Depositor’s Account and are correct, complete, authorized, and binding upon the Depositor, and the Financial Institution will be released from all responsibility for Account activity preceding the statement of account for the Account.After the expiration of the 30-day period (except for errors or irregularities identified by notice in writing to the Financial Institution before the 30 days expire), the Depositor may not claim for any purpose that any entry on the statement of account for the Account is incorrect and will have no claim against the Financial Institution for reimbursement relating to any entry, even if the entry is unauthorized or fraudulent or is based upon an Instrument or instruction that is forged, unauthorized, or fraudulent.Nothing in this article limits in any way the rights of the Financial Institution under this Agreement including, without limitation, the rights of the Financial Institution under article 2.6, Noting or Protesting, article 5.1, Deposits, and article 5.3, Returned Items.

8.7 RECORDS AND CHEQUE IMAGING – The Financial Institution will determine, in its sole discretion, whether Instruments and other items will be returned to the Depositor with the statement of account for the Account.If the Financial Institution implements an imaging program, the Financial Institution will determine, in its sole discretion, whether copies of images of Instruments and other items will be provided for the statement of account for the Account. The Depositor acknowledges that copies of images of Instruments and other items may be provided before the Financial Institution has determined whether the Instrument or other item will be honoured or accepted and agrees that copies of images of Instruments and other items are made available by the Financial Institution as a service to the Depositor and that the provision of copies of images of Instruments and other items does not mean that the Transaction has been processed or in any way oblige the Financial Institution to honour or accept the Instrument or other item.The Depositor acknowledges that if the Financial Institution adopts an imaging program, the physical Instruments and other items may be destroyed. If the Financial Institution has implemented an imaging program and determines not to include copies of images of Instruments and other items with the statement of account for the Account, the Financial Institution will ensure that copies of images can be made available to the Depositor upon request for at least 5 years following the date of the statement of account for the Account on which the Instrument or other item appears, subject to payment of the service charges established by the Financial Institution from time to time.

8.8 VIEWING DOCUMENTS – The Financial Institution may, in connection with Direct Services, permit the Authorized User to view and print images of documents. The Depositor acknowledges and agrees that such images are made available by the Financial Institution as a service to the Depositor and the provision of such images does not in any way oblige the Financial Institution to permit the Authorized User to view and print images of documents.

9. OPERATION OF THE ACCOUNT9.1 MODIFICATION OF AGREEMENT – The Financial Institution may, in its sole discretion, amend the terms and conditions of this Agreement as it relates to the Depositor’s future use of the Account from time to time, for any reason, without any liability to the Depositor or any other person. The Financial Institution may provide notice of a change to this Agreement by sending notice to the Depositor’s last known Notice Contact Information, 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 the attention of the Depositor. The Depositor is responsible for regularly reviewing the terms and conditions of this Agreement. If the Depositor uses the Account after the effective date of an amendment to this Agreement, it will mean that the Depositor agrees to the amendment and adopts and is bound by the newer version of this Agreement. The Depositor may not change, supplement, or amend this Agreement by any means. 

9.2 TERMINATION – This Agreement may be terminated by either the Financial Institution or the Depositor on not less than 1 business day’s prior written notice. The Depositor shall not, and shall ensure that each Authorized User does not:

a) use the Account and/or Third Party 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 Account and/or Third Party services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of the Account and/or Third Party services).

In the event of a breach of the provisions of a) or b), the Account or any service provided by a Third Party may be suspended or terminated.Notwithstanding the above, the Depositor acknowledges and agrees that the Financial Institution may, in its sole discretion, at any time or for any reason, restrict, suspend, or terminate the Depositor’s Account privileges on not less than 1 business day’s prior written notice. The Depositor acknowledges and agrees to indemnify and save harmless the Financial Institution from and against any and all damages, costs, expenses, and liability arising or incurred by the Financial Institution as a result of any use of the Account by an Authorized User that:

c) is inconsistent with a restriction imposed on the use of the Account by the Financial Institution and communicated to the Depositor, or
d) takes place following the suspension or termination of service privileges by the Financial Institution.

The Depositor will immediately return all Debit Cards issued to it or to the Authorized User(s) upon:

e) ceasing to be a member of the Financial Institution,
f) termination of this Agreement,
g) termination of Debit Card privileges, or
h) otherwise upon request by the Financial Institution.

The Depositor will be responsible for paying all legal fees and expenses (on a solicitor and own client basis) incurred by the Financial Institution in terminating the Account.The Depositor’s insolvency, bankruptcy, dissolution, or death will constitute an automatic revocation of the privileges associated with the Account.If the Financial Institution gives the Depositor notice of termination, the Depositor will immediately cease using the Night Deposit Service, return all access keys, and reimburse the Financial Institution for any loss or damage to the keys or other facilities provided by the Financial Institution. Any notice of termination shall not release the Depositor from any obligations incurred under this Agreement prior to its termination.

9.3 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 in the Account Documentation. Any notice required or permitted to be given to the Depositor in connection with this Agreement may be given to the Depositor by delivering a written notice to the last known Notice Contact Information, or, except as to confidential financial information specific to the Depositor, by posting notice at the Financial Institution’s premises or on the Financial Institution’s website, or by any other means the Financial Institution, acting reasonably, considers appropriate to bring the notice to the attention of the Depositor.

9.4 ELECTRONIC EXECUTION – This Agreement may be executed electronically. Use of the Account 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.

9.5 PROCEEDS OF CRIME LEGISLATION – The Depositor acknowledges that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations apply to the operation of the Account and that the Financial Institution will, from time to time, adopt policies and procedures to address the reporting, record-keeping, client identification, and ongoing monitoring requirements of that legislation. The Depositor agrees, and shall ensure that the Authorized User(s) agrees, to abide by and comply with all such laws and procedures.

9.6 OTHER CLAIMS ON THE ACCOUNT – If the Financial Institution receives notice of a possible claim against, or interest in, any of the Accounts under any court order, statutory demand, or under applicable family, domestic relations, matrimonial property, or similar legislation, a marriage agreement, or a separation agreement, the Financial Institution may refuse to permit the Depositor to have any dealings with any of the Accounts, even if funds stand to the credit in any such Account. The Financial Institution will not be liable for any loss or damage resulting from any refusal by the Financial Institution under this article.

9.7 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.

9.8 ENUREMENT – This Agreement will take effect and continue for the benefit of and be binding upon each of the Financial Institution and the Depositor and their successors and assigns.

9.9 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.

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

9.11 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.

Safety deposit box

Safety Deposit Box Rental | AGREEMENT TERMS AND CONDITIONS

1. RIGHTS OF THE RENTER – Rights vary according to the type of Renter: Individual and Sole Ownership – The rights of access to the Safe Deposit Box and to appoint an agent (the “Agent”) or attorney (the “Attorney”) may only be exercised by the individual Renter. An Agent will be given access only if an authorization is given by the Renter in accordance with the Appointment and Revocation of Agency on page 8 (the “Appointment/Revocation”). In the event of death, the deceased Renter’s rights may only be exercised by his or her legal representative.Joint Tenants – The rental of the Safe Deposit Box may be undertaken by two or more parties jointly. The rights of access to the Safe Deposit Box may be exercised by any combination of one or more of such Renters as indicated on page 3. Likewise, joint tenants may appoint an Agent, but whether such Agent is to be appointed individually or collectively will be as indicated on page 3, and authorization for access by an Agent must be given in accordance with the Appointment/Revocation. In the event of the death of one joint tenant, the rights of the deceased joint tenant under the Rental Agreement automatically pass to the surviving joint tenants.Tenants in Common – The rental of the Safe Deposit Box may be undertaken by two or more tenants in common. The rights of access to the Safe Deposit Box may be exercised by any combination of one or more of such Renters as indicated on page 3. Likewise, whether the rights of the tenants in common to appoint an Agent must be exercised individually or collectively will be as indicated on page 3, and authorization for access by an Agent must be given in accordance with the Appointment/Revocation. In the event of the death of one tenant in common, his or her access rights to the Safe Deposit Box may be exercised by his or her legal representative.Partnership – The rights of access to the Safe Deposit Box opened in the name of a partnership may only be exercised by those partners, officers, representatives, or agents of the partnership that are specified in the Resolution Appointing Signing Officers (the “Resolution”) of the partnership. If, in addition to those persons granted access rights under the Resolution, the Agent of the partnership is also to be given access to the Safe Deposit Box, these instructions must be set out expressly in the Resolution and Appointment/Revocation. In the event of the death of a partner, the access rights to the Safe Deposit Box will continue to be administered in accordance with the Resolution, except where the death of a partner gives rise to the dissolution of the partnership. In that case, unless prior to the death the partnership specifically instructed the Financial Institution in writing to the contrary, the surviving partner(s) under the Rental Agreement will be deemed to be as tenants in common and the access rights of the deceased partner may be exercised by his or her legal representative.Corporation – The rights of access to the Safe Deposit Box opened in the name of a corporation, society, public body, or other corporate body may only be exercised by those officers or agents of the corporation that are specified in the Resolution of the board of directors or governing body of the corporation, as the case may be, and provided in writing to the Financial Institution. If, in addition to those persons specified in the Resolution, the Agent of the corporation is to be granted access to the Safe Deposit Box, these instructions must be expressly set out in the Resolution and Appointment/Revocation. In the event of the death of an authorized signing officer, the access rights to the Safe Deposit Box will continue to be administered in accordance with the Resolution.Unincorporated Association – The Safe Deposit Box may be rented by at least two members (the “Sponsoring Members”) of the Financial Institution on behalf of an unincorporated association on the basis that such Sponsoring Members acknowledge and agree that each is jointly and severally liable to the Financial Institution under the Rental Agreement and these Terms and Conditions. The rights of access to the Safe Deposit Box rented on behalf of an unincorporated association may only be exercised by those Sponsoring Members that are specified in the Resolution of the members of the unincorporated association and provided in writing to the Financial Institution. If, in addition to the Sponsoring Members specified in the Resolution, the Agent of the Sponsoring Members on behalf of the unincorporated association is to be granted access to the Safe Deposit Box, these instructions must be expressly set out in the Resolution and Appointment/Revocation. Unless the Sponsoring Members instruct the Financial Institution in writing to the contrary, in the event of the withdrawal or death of a Sponsoring Member, the access rights to the Safe Deposit Box may be exercised in order of priority as follows: (a) first, by the remaining or surviving Sponsoring Members, of which there must be at least two, to whom the access rights of the deceased Sponsoring Member will pass; (b) if there is only one remaining or surviving Sponsoring Member or if no Sponsoring Member exists, by at least two Sponsoring Members upon their execution of a Rental Agreement and upon presentation to the Financial Institution of a resolution of the unincorporated association appointing such persons; and (c) if no persons under article (b) are identified to the Financial Institution, the Financial Institution will restrict access to the Safe Deposit Box until such time that the unincorporated association provides a resolution in accordance with article (b) and a Rental Agreement is executed by at least two Sponsoring Members. 

2. ASSIGNMENT OF RIGHTS – This Rental Agreement cannot be assigned. The use of the Safe Deposit Box must not be sublet. 

3. APPOINTMENT OF AGENT AND ATTORNEY – The Financial Institution will grant access rights to an Agent of the Renter only if the Renter specifically authorizes such access as provided in the Appointment/Revocation and/or Resolution. If the Renter provides such authorization then the Agent will be entitled to exercise the Renter’s access rights by providing the Financial Institution with proof of identity. The appointment of the Agent will be valid until the Financial Institution receives express written notice of revocation or until the death of the appointing Renter or the appointed Agent. In the case of a corporation, society, or partnership, the agency will not be effective after the dissolution, winding up, or bankruptcy of such business.The Financial Institution may, but is not obliged to, permit a person granted a power of attorney by any person comprising the Renter to exercise the Renter’s access rights to the Safe Deposit Box, provided that the Attorney presents the Financial Institution with legal documentation establishing a valid grant of such powers to the Attorney and proof of identity. A Renter who does not wish an Attorney to have access to the Safe Deposit Box must provide the Financial Institution with express written notice.The Renter acknowledges that upon presentation by an Attorney or Agent of the above-referenced documentation, the Financial Institution has no obligation to verify the validity of the grant of any rights or powers to the Agent or Attorney, as the case may be, the mental capacity of the Renter, or the bona fides of the Agent or Attorney, unless the Financial Institution is specifically advised in writing by the Renter or the Renter’s legal representative that no access is to be granted to the Agent or Attorney, or that the Agent’s or Attorney’s powers or authority have been terminated, revoked, or are otherwise invalid. The Renter bears the risk of any loss the Renter may incur from the conduct of the Agent or Attorney, and the Financial Institution will have no liability to the Renter arising from any unlawful, wrongful, or improper acts of the Agent or Attorney.

4. KEYS – The Renter acknowledges receipt of two keys for the Safe Deposit Box and agrees to notify the Financial Institution immediately if any key is lost or stolen. The Renter will pay all costs arising from such a loss or theft. At the end of the Rental Agreement, the Renter will return both keys to the Financial Institution.

5. ACCESS – The Renter may have access to the Safe Deposit Box whenever the Financial Institution is open for business. To maintain security, the Financial Institution may at any time refuse access to the Safe Deposit Box. No person other than as provided in the Rental Agreement or these Terms and Conditions will be allowed access to the Safe Deposit Box.Notwithstanding article 3, Appointment of Agent and Attorney, unless the Renter otherwise instructs the Financial Institution in writing, in the event of the death or incapacity of a Renter, the Financial Institution may, at its discretion, grant limited access to the Safe Deposit Box to a person purporting to be the Renter’s executor, legal representative, or next of kin for the purposes of locating or reviewing the Renter’s will or other documentation. 

6. LIABILITY OF THE FINANCIAL INSTITUTION REGARDING ACCESS – The Financial Institution will exercise due diligence in limiting access to the Safe Deposit Box to those persons permitted access in accordance with this Rental Agreement. The Financial Institution may permit access to the Safe Deposit Box and its contents if served with any warrant, order, direction, writ of assistance, judgment, or other process purporting to authorize entry into or search in or of the Safe Deposit Box or in accordance with article 12, Breach of Terms and Conditions of Rental Agreement by the Renter. The Financial Institution is not liable for any delay in accessing the Safe Deposit Box or failure in the working of either the Safe Deposit Box or the storage area.

7. INVENTORY UPON DEATH – The Renter acknowledges that the Financial Institution may, upon the death of any individual that comprises the Renter, be required to open the Safe Deposit Box and prepare an inventory of its contents in accordance with applicable law.

8. ENDING OF THE RENTAL AGREEMENT BY THE FINANCIAL INSTITUTION – At any time, the Financial Institution may, 30 days after mailing notice to the Renter, end the Rental Agreement. When the Rental Agreement has ended, the Financial Institution may have the Safe Deposit Box opened in the presence of two employees of the Financial Institution. The Financial Institution may dispose of the contents of the Safe Deposit Box if the Renter has not removed them before the Rental Agreement ends. The Financial Institution may refund the rental fee for the unexpired part of the rental year or apply the funds to other debts of the Renter with the Financial Institution. If the Renter is indebted to the Financial Institution, the Financial Institution may sell the contents of the Safe Deposit Box and apply the proceeds to such indebtedness owing under this Agreement, or any other indebtedness or liability owing by the Renter to the Financial Institution.

9. ENDING OF RENTAL AGREEMENT BY THE RENTER – The Renter may end the Rental Agreement at any time by removing the contents of the Safe Deposit Box, returning all the keys and paying rent due, if any. The Financial Institution may, at its discretion, refund the rental fee for the unexpired part of the rental year, or some portion thereof.

10. FEES AND COSTS – The Renter will pay the Safe Deposit Box rental fees that the Financial Institution establishes from time to time. New or amended Safe Deposit Box rental fees and costs will only become effective 30 days after publication by the Financial Institution. The Renter will also pay all costs incurred by the Financial Institution in connection with this Rental Agreement. The Financial Institution may debit any of the Renter’s accounts in the Financial Institution for any rental fees and costs due.

11. CONTENTS OF THE SAFE DEPOSIT BOX – The Renter will not keep anything dangerous or offensive to the Financial Institution, or contrary to legislation prohibiting money laundering and terrorist financing, in the Safe Deposit Box. The Renter will not use the Safe Deposit Box for the storage of any liquid, pressurized vessel, or anything of an explosive, dangerous, unlawful, or offensive nature. When requested, the Renter will permit the Financial Institution at any time to inspect the contents of the Safe Deposit Box in the Renter’s presence to enforce this condition. Notwithstanding any other term of this Rental Agreement, the Renter agrees that the Financial Institution will have no liability for loss, damage, or destruction of any cash, notes, coins, or other currency, including digital currency, stored in the Safe Deposit Box. If the Renter fails to comply with any of the foregoing obligations, the Financial Institution is entitled to treat such non-compliance as a fundamental breach of this Rental Agreement that entitles the Financial Institution to treat this Rental Agreement as at an end and to open the Safe Deposit Box. 

12. BREACH OF TERMS AND CONDITIONS OF RENTAL AGREEMENT BY THE RENTER – If the Renter breaches the Terms and Conditions of this Rental Agreement, the Financial Institution may refuse access to the Safe Deposit Box and may also terminate the Rental Agreement immediately. 

13. BANKRUPTCY, INSOLVENCY, OR OTHER LEGAL INCAPACITY – In case of the bankruptcy, insolvency, or any other legal incapacity of the Renter, the duly appointed trustee, receiver, liquidator, committee, guardian, or other similar representative may exercise the rights of the Renter in accordance with applicable law, except in the case of unincorporated associations, in which case the Financial Institution may request a resolution from the unincorporated association appointing a new Sponsoring Member who will be required to execute a copy of the Rental Agreement.

14. COMPLIANCE WITH STATUTORY AND OTHER REQUIREMENTS – The Financial Institution may at any time, by reason of statute, judgment, or other process, refuse access by the Renter to the Safe Deposit Box or its contents until such prohibition is removed. The Financial Institution must abide by any legal requirement in connection with access to the Safe Deposit Box and its contents. The Financial Institution is not responsible or liable for any loss or damage occurring in such a circumstance.

15. WRITTEN NOTICE – Any notice given by the Financial Institution to the Renter is sufficiently given and deemed received on the earlier of the actual receipt, or if mailed to the Renter’s last known address for delivery, five days after the date of mailing, if sent by email attachment to the Renter’s email address for delivery, two days after sending, and if the written notice is of a general nature applicable to the Renter and other persons renting Safe Deposit Boxes from the Financial Institution, 30 days after posting such written notice in the branch of the Financial Institution or publishing such written notice on the Financial Institution’s website. Any notice given by the Renter to the Financial Institution is sufficiently given and deemed received on actual receipt of a written notice to the branch of the Financial Institution at which the Safe Deposit Box is located.

16. LIMITATION OF LIABILITY OF THE FINANCIAL INSTITUTION – The liability of the Financial Institution is limited to the exercise of ordinary diligence to prevent the opening of the Safe Deposit Box otherwise than in accordance with the conditions of this Rental Agreement. The maximum liability of the Financial Institution for any claim arising from or relating to this Rental Agreement, or the Safe Deposit Box, or the contents alleged to be held, lost, or damaged, shall not exceed the lesser of $500,000 or the actual fair market value of the proven contents. The Financial Institution shall have no liability for indirect loss, consequential damages, emotional harm, sentimental value, or any other form of loss or damage.

17. RESPONSIBILITY OF THE RENTER AND INSURANCE – The Renter accepts full responsibility for loss of or damage to the contents of the Safe Deposit Box, and acknowledges that it is the responsibility of the Renter to obtain insurance on the contents of the Safe Deposit Box, if required, and releases the Financial Institution from any and all liability for loss or damage to the contents of the Safe Deposit Box.

18. INDEMNITY – The Renter agrees to indemnify the Financial Institution against all costs, loss, damage, and expense arising by reason of any suit related to the Safe Deposit Box or the right of access to it or the contents of it, or by reason of the Financial Institution permitting the execution of any warrant, order, direction, writ of assistance, judgment, or other process purporting to authorize entry into or search in or of the Safe Deposit Box.

19. MODIFICATION OF RENTAL AGREEMENT – The Financial Institution may vary the Terms and Conditions of this Rental Agreement by giving the Renter not less than 30 days notice in writing of any such variation. 

20. OTHER CLAIMS ON THE ACCOUNT OR SAFE DEPOSIT BOX – If the Financial Institution receives notice of a possible claim against, or interest in, any of the Renter’s Accounts (the “Accounts”) or the Safe Deposit Box under any court order, statutory demand, or under applicable family, domestic relations, matrimonial property, or similar legislation, a marriage agreement, or a separation agreement, the Financial Institution may refuse to permit the Depositor to have any dealings with any of the Accounts and the Safe Deposit Box, even if funds stand to the credit in any such Account. The Financial Institution will not be liable for any loss or damage resulting from any refusal by the Financial Institution under this article.

21. APPLICABLE LAW – This Rental Agreement is governed by the laws of the province of the location of the Safe Deposit Box, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

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

a) 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 Rental Agreement.

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

24. CHOICE OF LANGUAGE – It is the express wish of the parties that this Rental 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.

Direct services agreements

Terms and conditions

Personal member

Direct Services Agreement - Personal Accounts | TERMS AND CONDITIONS

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:

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.

“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.

“Interac e-Transfer® 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 Interac e-Transfer Services.

“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 regulations, by-laws, rules, and standards of the Canadian Payments Association, also referred to as Payments Canada, or any successor organization thereof, in effect 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.

“Interac e-Transfer 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 Interac e-Transfer Services.

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

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

“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 the Canadian Payments Association.

“Online Payment Service” means the online payment service provided by Interac Corp. (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services and Interac Corp. 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 Interac e-Transfer 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 fingerprint 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).

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; an
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 Instructionsc) the failure by Us to perform or fulfill any of Our obligations to You, due to any cause beyond Our control;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.12. 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:of any suspected or actual misuse or unauthorized use of the PAC, PIW or PIN; orif the PAC, PIW or PIN becomes known to anyone other than You; orif 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; anb) 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 Agreementb) use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; anc) 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 thata) 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 1b) 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 Partye) 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; andf) 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 ofa) any of the Indemnified Parties making Direct Services available to Youb) any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructionsc) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by You through Direct Servicesd) any Transaction that results in a negative balance in the Account; ore) 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 Youb) 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 Transactionc) 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 paidd) 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; ande) 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; andv) 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; andvii) 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 accordinglyc) 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 andi) 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; andii) 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 recipientb) 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 datec) 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; ane) 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 nota) use the services for an illegal, fraudulent, or defamatory purpose; anb) 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; andc) 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 Usb) We reserve the right to refuse to accept the External Accountc) 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 Accounte) 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 Accountg) 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 Canadah) 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 Accounti) We reserve the right to hold funds on the Transaction amountj) 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 Accountk) 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 Transactionsl) all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; andm) 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 Accountb) 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 Accountc) 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 Accountd) 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 Youe) 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; anf) all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

28. Interac e-Transfer® SERVICES – If the Financial Institution through Direct Services makes Interac e-Transfer Services available and You use the Interac e-Transfer Services, You acknowledge and agree that:
a) the Interac e-Transfer 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 Interac e-Transfer 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, Interac Corp., or a Participating Financial Institution;
e) an Interac e-Transfer 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 Interac e-Transfer Answer confidential and will not disclose it or share it with anyone but the intended recipient;
g) the recipient must correctly provide the Interac e-Transfer Answer to claim or decline the Transaction;
h) We, the other Participating Financial Institution, and Interac Corp. or Interac Corp.’s agents are entitled to pay the Transaction amount to anyone who, using the Interac e-Transfer Services, claims to be the recipient and successfully provides the Interac e-Transfer 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 Interac e-Transfer Answer;
j) as the sender, You will not include the Interac e-Transfer Answer in the Transaction details;
k) as the recipient, You will not disclose the Interac e-Transfer 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 Interac Corp. 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 Interac e-Transfer Contact Information as provided by You, or if the recipient declines the Transaction. You are responsible for providing the recipient’s correct Interac e-Transfer Contact Information and further agree that the recipient has consented to Your use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to Us, the other Participating Financial Institution, and Interac Corp.;
p) if the recipient successfully claims the Transaction using the Interac Corp. payment service but provides incorrect account information, Interac Corp. 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 valid Interac e-Transfer Contact Information and will immediately update it via Direct Services if there are any changes to the Interac e-Transfer 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 Interac e-Transfer 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, Interac Corp., 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; ani) 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. 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, an
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 pri
or 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 collectioni) 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 reusedj) 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 Usl) 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; anm) 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, Interac Corp., 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 on the Transaction amount will be removed;
i) We, Central 1, or Interac Corp. 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 Usn) 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; ano) 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; andb) 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; andb) 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”)

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:to consent to the use of all and each of Your personal information for purposes of the provision and use of PFM Services; andto 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 FinancialYou 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.

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

PFMPFM 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 “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.

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 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.

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

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 You understand that certain additional integrated services offered by Us may no longer be available.

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 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 

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.PROPRIETARY RIGHTS – You are permitted to use content delivered to you through the PFM Service only on the PFM 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.

CONTENT YOU PROVIDE – You hereby grant to the Financial Institution and its service providers, including Central 1 and Yodlee (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:to provide the PFM Service to you;to provide you with access to Your Content through other similar services provided by Yodlee Inc. to other financial institutions; andto 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.

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 PFMFor 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, ANDNOT 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.

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 INOR 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:THE PFM SERVICE WILL MEET YOUR REQUIREMENTS;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;THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PFM SERVICE WILL MEET YOUR EXPECTATIONS; ORANY ERRORS IN THE TECHNOLOGY WILL BEANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PFM SERVICE IS DONE AT YOUR OWN DISCRETION AND RISKAND 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 THESELIMITATION 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:THE USE OR THE INABILITY TO USE THE PFM SERVICE;THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES;ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PFM SERVICE;UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;STATEMENTS OR CONDUCT OF ANYONE ON THE PFM SERVICE;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 ANY OTHER MATTER RELATING TO THE PFMINDEMNIFICATION – 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

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

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Direct Services Agreement - Small Business | TERMS AND CONDITIONS

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:

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. Direct Services for Small Business include Invoicing Services. 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, completeand 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.

“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.

“Interac e-Transfer® 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 Interac e-Transfer Services.

“Interac e-Transfer 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 Interac e-Transfer Services.

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

“Interac e-Transfer Services” means the money transfer service provided by Interac Corp. that facilitates the sending, requesting, 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 Interac Corp. payment service.

“Invoicing Services” means the Invoicing Services feature of the Direct Services for Small Business that enables the Depositor, through any Signing Officer, Read Only Delegate, Initiator Delegate, or Non Signer to generate invoices for the Depositor’s customers, send invoices to the Depositor’s customers, update and track the status of invoices and otherwise manage the Depositor’s invoices.

“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 the Canadian Payments Association.

“Online Payment Service” means the online payment service provided by Interac Corp. (doing business as INTERAC Online) that facilitates the sending and receiving of money through Direct Services for Small Business and Interac Corp. 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 Interac e-Transfer® 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.

“Payroll Solution Service” means the online payroll solution service for businesses provided by a Third Party Payroll Solution Service provider, PaymentEvolution Corporation, which may be accessed through Direct Services for Small Business, which may include payroll on-boarding, administration, accounting, calculation, payment processing, validation, reporting, analytics, and employee self-service.

“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 fingerprint 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 regulations, by-laws, rules, and standards of the Canadian Payments Association, also referred to as Payments Canada, or any successor organization thereof, in effect 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, government agency, regulatory body, 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:
a) 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
b) 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:a) 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;b) You will be bound by each such Transaction; andc) 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:a) 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);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; ord) 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:a) of any suspected or actual misuse or unauthorized use of the PAC, PIW, PIN, or Passcode;b) if the PAC, PIW, PIN, or Passcode becomes known to anyone other than You; orc) 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 makereasonable 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:a) 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;b) 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; andc) 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:a) protect the confidentiality of the PAC, PIW, PIN, or Passcode 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; andc) 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:a) 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;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 or a Signing Officer, Delegate, or Non Signer through Direct Services for Small Business 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; andf) 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:a) any of the Indemnified Parties making The 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 and the Non Signer through Direct Services for Small Business;d) any Transaction that results in a negative balance in the Account; ore) 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:a) 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;b) 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;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; ande) 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: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; andv) 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; andvii) 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; andii) 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:a) 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;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; ande) 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:a) use The Services for an illegal, fraudulent, or defamatory purpose; andb) 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: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; andc) 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: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. 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;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 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;g) 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;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, 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;k) 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;l) all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; andm) 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:a) We reserve the right to refuse to accept any Account;b) 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;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, 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; andf) a Transaction will be reversed if the Transaction cannot be delivered or if it is returned for any reason.

30. INTERAC E-TRANSFER® SERVICES – If the Financial Institution through Direct Services for Small Business makes Interac e-Transfer Services available and You or a Signing Officer authorizes the use of Interac e-Transfer Services, You acknowledge and agree, and shall ensure that each Signing Officer, Delegate, and Non Signer agrees, that:
a) the Interac e-Transfer Services are only available in Canadian dollars;
b) 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;
c) Transactions sent and received through the Interac e-Transfer 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, Interac Corp., or a Participating Financial Institution;
e) an Interac e-Transfer Notice advising the recipient of the Transaction will be generated approximately 30 minutes after You or a Signing Officer originates or authorizes the Transaction;
f) as the sender or authorizer, You or a Signing Officer will keep the Interac e-Transfer Answer confidential and will not disclose it or share it with anyone but the intended recipient;
g) the recipient must correctly provide the Interac e-Transfer Answer to claim or decline the Transaction;
h) We, the other Participating Financial Institution, and Interac Corp. or Interac Corp.’s agents are entitled to pay the Transaction amount to anyone who, using the Interac e-Transfer Services, claims to be the recipient and successfully provides the Interac e-Transfer 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 Interac e-Transfer Answer;
j) as the sender or authorizer, You or a Signing Officer will not include the Interac e-Transfer Answer in the Transaction details;
k) as the recipient or receiver, You or a Signing Officer will not disclose the Interac e-Transfer Answer except as required to claim or decline the Transaction;
l) the recipient may claim a Transaction using Our online banking services or another Participating Financial Institution or through the Interac Corp. 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 three to five business days from the day the recipient successfully claims the Transaction. We cannot guarantee the date of deposit;
o) 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 Interac e-Transfer Contact Information as provided by You, or if the recipient declines the Transaction. You are responsible for providing the recipient’s correct Interac e-Transfer Contact Information and further agree that the recipient has consented to Your use of the Interac e-Transfer Contact Information for Interac e-Transfer Services purposes, including its provision to Us, the other Participating Financial Institution, and Interac Corp.;
p) if the recipient successfully claims the Transaction using the Interac Corp. payment service but provides incorrect account information, Interac Corp. 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 valid Interac e-Transfer Contact Information and will immediately update it via Direct Services for Small Business if th
ere are any changes to the Interac e-Transfer Contact Information;
s) 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;
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 Interac e-Transfer® 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.

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:
a) 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;
b) 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;
c) 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;
d) 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;
e) 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;
f) 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;
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, 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;
i) 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;
j) 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;
k) 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;l) 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;m) 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;
n) 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:
i) the PFM Service will meet Your or the Signing Officer’s requirements;
ii) the PFM Service will be uninterrupted, timely, secure, or error-free;
iii) 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 or a Signing Officer through the PFM Service will meet Your or the Signing Officer’s expectations; or
v) any errors in the technology will be corrected;
o) 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;
p) 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:
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 or the Signing Officer’s transmissions of 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 site, even if the Third Party has been advised previously of the possibility of such damages; or
vii) any other matter relating to the PFM Service;q) 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; andr) 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. PAYROLL SOLUTION SERVICE – If the Financial Institution, through Direct Services for Small Business, makes the Payroll Solution Service available, You agree, and shall ensure that before permitting each Signing Officer or Delegate to access and use Payroll Solution Service, each Signing Officer or Delegate agrees, that the terms and conditions in this article 32, Payroll Solution Service, govern Your use and each Signing Officer’s and Delegate’s use of the Payroll Solution Service, and are binding upon You and each Signing Officer and Delegate. If there is any conflict between this article 32, Payroll Solution Service, and the terms and conditions in the rest of this Agreement, then this article 32, Payroll Solution Service, will apply in respect of the Payroll Solution Service. In addition, if You subscribe for the Payroll Solution Service, special terms and conditions will also apply, as more particularly set forth in the Payroll Solution Special Terms attached to and forming part of this Agreement. If there is any conflict between the Payroll Solution Special Terms and the terms and conditions in the rest of this Agreement or in respect of this article 32, then the Payroll Solution Special Terms will apply for the Payroll Solution Service. Further:
a) in connection with the Payroll Solution Service, You agree, and shall ensure that each Signing Officer and Delegate agrees, to provide true, accurate, current, and complete information about You and Your Account(s). 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;
b) We, Central 1, and the Payroll Solution Service Provider each, individually, have the right, in Our, Central 1’s and the Payroll Solution Service provider’s sole discretion, to refuse to carry out any payroll transaction or discontinue all or any part of the Payroll Solution Service for any reason, including, but not limited to, inability, cost, or inconvenience of completing a transaction;
c) You agree, and shall ensure that each Signing Officer and Delegate agrees, to only use content delivered through the Payroll Solution Service on the Payroll Solution Service. You and each Signing Officer and Delegate must not copy, reproduce, distribute, or create derivative works from this content. Further, You agree, and shall ensure that each Signing Officer and Delegate agrees, not to reverse engineer or reverse compile any of the Payroll Solution Service technology, including, but not limited to, any Java applets associated with the Payroll Solution Service;
d) You agree, and shall ensure that each Signing Officer and Delegate agrees, to license to Central 1, its service providers, and the Payroll Solution Service provider, any information, data, passwords, materials, or other content (collectively, “Content”) that You, a Signing Officer, or a Delegate provides through or to the Payroll Solution Service. Central 1 and the Payroll Solution Service provider may use, modify, display, distribute, and create new material using such Content to provide the Payroll Solution Service to You, a Signing Officer, or a Delegate. By submitting Content, You agree, or promise that the owner of such Content, which may include personal information, has expressly agreed that, without any particular time limit, and without the payment of any fees, Central 1 and the Payroll Solution Service provider may use the Content for the purposes set out above. Where a Signing Officer or Delegate submits Content, You will ensure that Signing Officer or Delegate 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 Payroll Solution Service provider may use the Content for the purposes set out above. As between Central 1 and the Payroll Solution Service provider, Central 1 owns Your and each Signing Officer and Delegate’s confidential account information;
e) You represent and warrant, and shall ensure that each Signing Officer and Delegate agrees to represent and warrant, that You and each Signing Officer and Delegate have obtained all consents and authorizations required by law in respect of any Third Party’s personal information that You, a Signing Officer, or a Delegate, disclose or provide to the Financial Institution, Central 1, or the Payroll Solution Service provider in using the Payroll Solution Service, and that such Third Parties have consented to the disclosure, collection, and use of their personal information to enable the Financial Institution, Central 1, and the Payroll Solution Service provider to carry out the Payroll Solution Service requested by You;
f) For the purposes of the Payroll Solution Service, You hereby grant, and shall ensure that each Signing Officer and Delegate grants, Central 1 and the Payroll Solution Service provider a limited power of attorney, and appoint Central 1 and the Payroll Solution Service provider as Your and each Signing Officer and Delegate’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for You and each Signing Officer and Delegate, in Your and each Signing Officer and Delegate’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 and Delegate’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 carrying out the Payroll Solution Service, as fully to all intents and purposes as You, a Signing Officer, or a Delegate might or could do in person. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that when Central 1 or the Payroll Solution Service provider accesses and retrieves or submits information from or to Third Party websites, Central 1 and the Payroll Solution Service provider are acting as Your or the Signing Officer or Delegate’s agent, and not the agent of or on behalf of the Third Party. You further agree, and shall ensure that each Signing Officer and Delegate further agrees, that such Third Parties will be entitled to rely on the foregoing authorization, agency, and limited power of attorney granted by You, a Signing Officer, or a Delegate, as the case may be. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that the Payroll Solution Service is not endorsed or sponsored by any Third Party accessible through the Payroll Solution Service. Notwithstanding the foregoing, this provision will not be deemed to in any way diminish Your duties and responsibilities to comply with the agreements in place with Third Parties, 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 Payroll Solution Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account;
g) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that use of the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service is at Your, the Signing Officer’s, or Delegate’s sole risk, as the case may be. The Payroll Solution Service is provided on an “as is” and “as available” basis. The Financial Institution, Central 1, and the Payroll Solution Service provider expressly disclaim all warranties of any kind as to the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
h) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that the Financial Institution, Central 1, and the Payroll Solution Service provider make no warranty that:
i) the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s requirements;ii) the Payroll Solution Service will be uninterrupted, timely, secure, or error-free;iii) the results that may be obtained from the use of the Payroll Solution Service will be accurate or reliable;iv) the quality of any products, services, information, or other material purchased or obtained by You, a Signing Officer, or a Delegate through the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s expectations; orv) any errors in the technology will be corrected;i) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that any material downloaded or otherwise obtained through the use of the Payroll Solution Service is done at Your, the Signing Officer’s, or the Delegate’s own discretion and risk and that You, the Signing Officer, or the Delegate, as the case may be, is solely responsible for any damage to Your, the Signing Officer’s, or the Delegate’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, a Signing Officer, or a Delegate from the Financial Institution, Central 1, or the Payroll Solution Service provider through or from the Payroll Solution Service will create any warranty not expressly stated in this Agreement;
j) You agree, and shall ensure that each Signing Officer and Delegate agrees, that none of the Financial Institution, Central 1, or the Payroll Solution 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 Payroll Solution Service provider has been advised of the possibility of such damages, resulting from:
i) the use or the inability to use the Payroll Solution 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 Payroll Solution Service;
iv) unauthorized access to or alteration of Your or the Signing Officer’s transmissions of data;
v) statements or conduct of anyone on the Payroll Solution Service;
vi) 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
vii) any other matter relating to the Payroll Solution Service;
k) You agree, and shall ensure that each Signing Officer and Delegate agrees, not to use or access the Payroll Solution Service if You or any Signing Officer or Delegate is a direct competitor of PaymentEvolution, and You and each Signing Officer or Delegate will not access the Payroll Solution Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
l) You agree to protect and fully compensate the Financial Institution, Central 1, and the Payroll Solution 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 Payroll Solution Service, violation of this article 32, Payroll Solution Services, or infringement, or infringement by any other user of the Account, of any intellectual property or other right of anyone; and
m) You agree, and shall ensure that each Signing Officer agrees, that the Central 1 and Payroll Solution Service provider is a Third Party beneficiary of the terms and conditions in this article 32, Payroll Solution Service, with all rights to enforce such provisions as if the Payroll Solution Service provider were a party to the agreements that You have provided in this article 32, Payroll Solution Service.

33. REMOTE DEPOSIT – 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:
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, 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:
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, 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;
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, Youagree 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 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;
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.

34. 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:
a) 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;
b) the Online Payment Service is only available in Canadian dollars from Participating Merchants;
c) 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;
d) 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;
e) 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;
f) We will not be responsible or liable for any losses or damages incurred as a result of funds held and limits set by Us, Interac Corp., a Participating Merchant, or a Participating Financial Institution;
g) 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;
h) 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;
i) 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;
j) We, Central 1, or Interac Corp. 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;
k) 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;l) 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;m) We may refuse, in Our sole discretion, to provide the Online Payment Service for You;
n) 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;
o) 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
p) 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.

35. INVOICING SERVICES– If the Financial Institution through Direct Services for Small Business makes Invoicing Services available and the Depositor uses the Invoicing Services:
a) the Depositor consents to the Financial Institution disclosing to Central 1 Depositor-specific data relating to the Depositor’s use of the Invoicing Services, including data about the Depositor’s customers and the timeliness of their payments;
b) the Depositor acknowledges that the consents contained in a) above are requirements of the Invoicing Services and that if such consents are withdrawn, the Depositor’s participation in the Invoicing Services may be suspended or terminated;
c) the Depositor is solely responsible for all data and all documents it creates using the Invoicing Services, including the accuracy of data relating to each of the Depositor’s customers, and the accuracy of invoices it sends to its customers;
d) the Depositor agrees that the Financial Institution, although it has no obligation to do so, has the absolute discretion to remove, screen, or edit without notice any invoice posted or stored using the Invoicing Services, and the Financial Institution may do this at any time if it deems an invoice or the Depositor’s business related to the invoice to be unlawful or inappropriate;
e) the Depositor is solely responsible for maintaining copies of its invoices;
f) the Depositor may only use the Invoicing Services for the intended purpose of facilitating the generation, delivery, and tracking of invoices; and
g) the Depositor agrees that the Invoicing Services are provided on an “as is” basis without warranties of any kind, either express or implied, and the Financial Institution expressly disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Financial Institution does not represent or warrant that:
i) the Invoice Services will be reliable, uninterrupted, timely, secure, or error-free;
ii) the Invoice Services will meet the Depositor’s or Signing Officer’s requirements; or
iii) any errors in the Invoice Services technology will be corrected.

36. 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.

37. 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.

38. 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.

39. 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.

40. 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.

41. 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.

42. 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.

43. 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.

44. 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.

45. 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

46. 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: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; andb) 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.

47. 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.

48. 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.

49. 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.

50. 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.51. 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

52. 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.

53. 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.

54. 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.

55. 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.

56. 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

57. 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

58. 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.

59. 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.

60. 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.

61. 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.

62. 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

63. 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

64. 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

65. 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

66. 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.

67. 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; andb) such invalidity or unenforceability will not affect any other provision of this Agreement.

68. 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.

69. 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

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.

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 PFM Mandatory Provisions for Customer Agreement as set forth in the Schedule I below, (the “PFM 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.

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.

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.

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.

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. 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.

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 — PFM mandatory provisions for customer agreementProvide 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.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.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; andc) 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.

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.

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;iii)     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; orv) 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.

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; orvii)    any other matter relating to the PFM Service.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.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.

PAYROLL SOLUTION SCHEDULE — SPECIAL TERMS (“PAYROLL SOLUTION SPECIAL TERMS”)

ACCEPTANCE OF PAYROLL SOLUTION SPECIAL TERMS – These Payroll Solution Special Terms govern Your use of the Payroll Solution Service, as defined in this Agreement. By subscribing for, using, or continuing to use the Payroll Solution Service, You agree that You accept these Payroll Solution Special Terms and that they form and are part of the Agreement. The Financial Institution does not offer Direct Services for Small Business Accounts other than in accordance with these terms and conditions.

PAYROLL SOLUTION SERVICE – You understand that the Payroll Solution Service is being offered through Your Financial Institution in coordination with Central 1 Credit Union (“Central 1”) and PaymentEvolution Corporation (“PaymentEvolution”) and that it is an express requirement of PaymentEvolution that if You wish to subscribe, access, or use the Payroll Solution Service that You must consent to the incorporation of certain terms to the Agreement with the Financial Institution as more particularly set forth in the Mandatory Provisions for Payroll Solution as set forth in the Schedule II below, (the “Payroll Solution Mandatory Provisions”) in addition to PaymentEvolution’s terms of service in effect from time to time. At the time publication of this document, PaymentEvolution’s terms of service are available at https://paymentevolution.com/TermsFI.

DISCLOSURE OF CONFIDENTIAL INFORMATION – You understand that subscription to the Payroll Solution Service by linking Your Account(s) at the Financial Institution will require that You share certain otherwise confidential and personal information to engage the Payroll Solution Service. You authorize the Financial Institution, Central 1, and their respective agents, representatives, and service providers, (collectively referred to solely for purposes of these Payroll Solution Special Terms as the “F.I. Affiliates”) as well as PaymentEvolution, to collect, use, and disclose Your personal information in order to enable access to the Payroll Solution Services through Your Account with the Financial Institution. Notwithstanding the foregoing, this provision shall not create any obligation on the part of the F.I. Affiliates and PaymentEvolution, to monitor or warn You of any unusual or unauthorized account activity on any Account.

PAYROLL SOLUTION SERVICE DISCLAIMER –You agree to accept all risk associated with Your use of the Payroll Solution Service, including all risk associated with disclosure of Your personal access codes, personal information, and any confidential or personal information that you may submit through the Payroll Solution Service. You agree and acknowledge that, to the extent permitted by law, neither the Financial Institution nor any F.I. Affiliate, nor PaymentEvolution will be responsible or liable for any loss, harm, or damage, of any kind, related to or arising from disclosure of Your personal access codes, Your personal information, or Your confidential information for purposes of enabling Your access to and use of the Payroll Solution Service, subject to the Financial Institution, F.I. Affiliate, or PaymentEvolution being liable for the consequences of their own acts and that of their representatives.

MARKETING CONSENT FOR PAYROLL SOLUTION SERVICE – You agree 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 may use the information from Your Account(s) to provide promotional and marketing information to You.

WITHDRAWAL OF CONSENT– You can withdraw Your consent for the collection, use, and disclosure of Your personal information at any time by contacting the Financial Institution. If You withdraw Your consent, the Financial Institution may no longer be able to provide certain services, including, but not necessarily limited to Payroll Solution Service. You understand that certain additional integrated services offered by the Financial Institution may no longer be available.

SCHEDULE II —MANDATORY PROVISIONS FOR PAYROLL SOLUTION (“PAYROLL SOLUTION MANDATORY PROVISIONS”)

CONTENT YOU PROVIDE – You hereby grant to the Financial Institution and F.I. Affiliates, including Central 1 and PaymentEvolution (collectively, the “Service Providers”), a license to use any information, data, passwords, materials, or other content (collectively, “Your Content”) that You provide through or to the Payroll Solution Service for the following purposes:a) to make available the Payroll Solution Service to You; andb) to provide each other with information generated from Your Content 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 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.

THIRD PARTY PERSONAL INFORMATION – You represent and warrant that You have obtained all consents and authorizations required by law in respect of any Third Party’s personal information that You disclose or provide to the Financial Institution or the Service Providers in using the Payroll Solution Service, and that such Third Parties have consented to the disclosure, collection, and use of their personal information to enable the Financial Institution and the Service Providers to carry out the Payroll Solution Service requested by You.

YOUR RESPONSIBILITIES – You shall:
a) be responsible for Your and Your Users’ compliance with the terms of these Payroll Solution Mandatory Provisions and the terms of PaymentEvolution’s terms of service in effect from time to time. At the time publication of this document, PaymentEvolution’s terms of service are available at https://paymentevolution.com/TermsFI;
b) be responsible for the accuracy, quality, integrity, and legality of and for the means by which You acquired, Your Content;
c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Payroll Solution Service, and promptly notify the Service Providers of any such unauthorized access or use; and
d) provide current and complete information at all times when using the Payroll Solution Service. Neither the Financial Institution, nor the Service Providers, will be 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 any information provided by You that is untrue, inaccurate, out of date, or incomplete.

STATUTORY REMITTANCES AND OTHER DEDUCTIONS – You acknowledge that the Payroll Solution Service includes features which enable You to direct statutory deductions and other deductions from payroll to be remitted to Third Parties, including, without limitation, the Canada Revenue Agency. You authorize the Financial Institution and Service Providers to make these remittances on Your behalf. 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 Payroll Solution Service is not endorsed or sponsored by any Third Party account providers accessible through the Payroll Solution Service.

DISCLAIMER OF WARRANTIES – YOU EXPRESSLY UNDERSTAND AND AGREE THAT:YOUR USE OF THE PAYROLL SOLUTION SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PAYROLL SOLUTION SERVICE IS AT YOUR SOLE RISK. THE PAYROLL SOLUTION 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 PAYROLL SOLUTION SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PAYROLL SOLUTION 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 PAYROLL SOLUTION SERVICE WILL MEET YOUR REQUIREMENTS;ii) THE PAYROLL SOLUTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;iii)     THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PAYROLL SOLUTION SERVICE WILL BE ACCURATE OR RELIABLE;iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PAYROLL SOLUTION SERVICE WILL MEET YOUR EXPECTATIONS; ORv) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYROLL SOLUTION 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 PAYROLL SOLUTION SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.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 REFER TO AS 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:
a) THE USE OR THE INABILITY TO USE THE PAYROLL SOLUTION SERVICE;
b) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES;
c) ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PFM SERVICE;
d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
e) STATEMENTS OR CONDUCT OF ANYONE ON THE PAYROLL SOLUTION SERVICE;
f) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD PARTY SITE, EVEN IF THE FINANCIAL INSTITUTION OR THE SERVICE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR
g) ANY OTHER MATTER RELATING TO THE PAYROLL SOLUTION SERVICE.PROHIBITED ACTIVITIES – You may not use or access the Payroll Solution Service if you are a direct competitor of PaymentEvolution, and You may not access the Payroll Solution Service for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

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 Payroll Solution 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.

THIRD PARTY BENEFICIARIES – 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.

Accessibility requirements

What we’ve done to make our website accessible to you

Accessibility statement

Accessibility Statement

We are committed to ensuring our online services are accessible to all users. The information below suggests how to obtain the best user experience on our website and explains what we have done to make the website accessible.

Adjust your computer's settings for a better experience
You can improve your online experience by customizing your computer's settings to meet your individual needs. For example, you can increase the size of all fonts or change the colour scheme.

Keep your browser updated
We recommend you keep your browsers up-to-date. Newer browsers tend to provide more display options to make content accessible, and may work better with assistive technologies. For more information on which browsers we support, visit the Browser Requirements page.

How we have made our website accessible
We have created our website in accordance with the World Wide Web Consortium's (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. These guidelines assist website developers by describing best practices for creating websites that are accessible to all users.Some of the ways we achieve online accessibility include:

  • Building webpages in a way that allows you to disable the CSS (Cascading Style Sheets) on your browsers or modify the text size using browser controls if the colours or fonts make content difficult to read.
  • Providing a 'skip to content' link at the top of all pages, allowing you to quickly access the body content on each page while avoiding headers and navigation.
  • Creating webpages that allow visually impaired users to navigate the site effectively with a screen reading aid. For example, images have text-based descriptions, title attributes tell users where a link will take them if they click on it, and structured headings provide an overview of the site that lets users jump quickly to desired sections.

Contact us if you have trouble using our website
If you experience difficulties in accessing any content or functionality on our website, please contact us. We are always open to making improvements to provide the best possible online experience for our users.

Browser requirements

Using the latest supported browsers not only provides you with the best banking experience, but also maximizes your internet security

Browser requirements

Supported Browsers

To maximize your Internet banking experience and for your Internet security, we recommend using the latest supported browsers. Please note that we do not support Beta or test versions of browsers.

  • Microsoft Internet Explorer: Download the latest version of Internet Explorer.
  • Firefox: Download the latest version of Firefox.
  • Safari: Download the latest version of Safari.
  • Google Chrome: Download the latest version of Google Chrome.

Please note that in downloading the supported required browser version, you acknowledge that these are third party sites and we cannot take any responsibility for the consequences of your downloading these browsers.

Biometric Login
Internet Explorer is the only browser that supports our current biometric login. Biometric login is required to access some Business Online Banking functionality.

Supported Standards
For our technically inclined users, the particular specifications that we support are XHTML 1.0 Transitional, CSS 1.0 and 2.0, DOM Level 1 and 2, and ECMA Script (JavaScript). The site will work using all the browsers that correctly implement these specifications.

128-Bit Secure Sockets Layer (SSL) Encryption
To access our services, your browser must also support 128-bit Secure Sockets Layer (SSL) encryption. All the browsers we support meet this requirement. If yours doesn't, please download the appropriate encryption support from your browser's supplier.

Cookies
To use our online banking services, you must enable your browser to accept cookies. Detailed information on our use of cookies is available in our Privacy Statement. For more information on enabling and disabling cookies, please refer to your browser's Help section or documentation.

JavaScript
To use our online banking services, you must change your browser and/or device settings to enable JavaScript. For more information on enabling JavaScript, please refer to your browser's Help section or documentation.

Hardware Configurations
We have no minimum hardware requirements; however, certain minimum requirements may be specified by the browser you are using. 

Aldergrove Credit Union Rules

Our credit union rules are governed by the Credit Union Incorporation Act of British Columbia and were last updated in May 2017

Aldergrove Credit Union Rules

Definitions

In these rules, unless the subject or context is inconsistent therewith:

  • (a) "credit union" means ALDERGROVE Credit Union
  • Credit Union Incorporation Act means the Credit Union Incorporation Act of British Columbia from time to time in force and all amendments thereto and regulations made pursuant thereto
  • Business Corporation Act means the Business Corporation Act of British Columbia from time to time in force and all amendments thereto and regulations made pursuant thereto
  • Financial Institutions Act means the Financial Institutions Act of British Columbia from time to time in force and all amendments thereto and regulations made pursuant thereto
  • Electronic Transactions Act means the Electronic Transactions Act of British Columbia from time to time in force and all amendments thereto and regulations made pursuant thereto
  • "Director" means a Director of the credit union for the time being
  • "Directors", unless the context otherwise requires, means the Board of Directors of the credit union
  • "chair" means the chair of the Directors
  • “electronic” means created, recorded, transmitted or stored in digital or other intangible form by electronic, magnetic or optical means or by any other similar means, including without limitation by telephone calls or messages, facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer networks (including without limitation the Internet), and any other similar means

The meaning of any words or phrases defined in the Credit Union Incorporation Act, the Financial Institutions Act, and, to the extent that it relates to the credit union, the Business Corporation Act shall, if not inconsistent with the subject or context, have the same meaning in these rules.

Rule 1

Membership

1.1 Every application for membership shall be in writing and shall be accompanied by payment in full of the number of Class "A" Membership Equity Shares required to be held by a member on the date of application for membership.

1.2 A member may withdraw from membership, and the membership of any person may be terminated, in accordance with the Credit Union Incorporation Act.

1.3 A member in good standing is a member, including a junior member, who at the date on which good standing is determined:

has purchased, paid for and holds the number of Class "A" Membership Equity Shares required by these rules

is not more than ninety (90) days delinquent in any obligation to the credit union

1.4 Subject to the provisions of the Credit Union Incorporation Act that specify the minimum number of membership shares for which a member must subscribe and pay, the Directors may establish policies to waive or delay purchase, payment, redemption, and ownership in whole or in part of equity shares as required by these rules.

Rule 2

Shares and Deposits

2.1 The Directors may determine the forms by which a person may withdraw monies on deposit or request redemption of shares.

2.2 Interest on deposits, in the absence of an express contract or agreement, shall be paid or credited at times, intervals, and in a manner determined by the Directors and the Directors may delegate the power to make such determinations.

2.3 The shares of the credit union shall be divided into the following classes of shares, each consisting of an unlimited number of shares: Class "A" Membership Equity Shares; Class "B" Voluntary Equity Shares; and Class "D" Non-Equity Shares.

2.4 All shares shall have a par value of One Dollar ($1.00) each.

2.6 Subject to the Credit Union Incorporation Act and these rules, the credit union may, by resolution of the Directors, redeem or purchase any of its shares.

2.7 If the credit union proposes, at its option, to redeem some, but not all of the shares of any class, the Directors may, subject to the special rights and restrictions attached to such class of shares, decide the manner in which the shares to be redeemed shall be selected.

2.8 Monies invested in equity shares and dividends thereon shall not be guaranteed by the fund administered by the Credit Union Deposit Insurance Corporation of British Columbia.

2.9 Class "A" Membership Equity Shares have attached thereto the following rights and restrictions:

ownership, assignment, transfer and issue of Class "A" Membership Equity Shares is limited as set out in the Credit Union Incorporation Act

subject to the Credit Union Incorporation Act, the credit union shall redeem the Class "A" Membership Equity Shares held by a member if:

(i) the member is a natural person and dies, subject to Rule 2.21 and subject to any contrary instruction of the personal representative of the deceased member to transfer the shares to a person entitled to hold the same pursuant to the Credit Union Incorporation Act and these rules

(ii) the member is an incorporated company and is dissolved or wound up

(iii) the credit union terminates the membership of the member

(iv) the member withdraws from membership in the credit union

(v) the member is a partnership which dissolves

(vi) the member, in any other case, ceases to be a legal entity according to the statute by or pursuant to which it was created

subject to the Credit Union Incorporation Act, the credit union may redeem the Class "A" Membership Equity Shares held by a member on such terms and conditions and at such times as the Directors, in their discretion, resolve

notwithstanding the foregoing, but subject to the Credit Union Incorporation Act, the amount of Class "A" Membership Equity Shares that the credit union may be required to redeem in any financial year is limited to 10% of the amount of such shares issued and outstanding on the last day of the immediately preceding financial year

any redemption or purchase of Class "A" Membership Equity Shares shall be at par value plus any dividends declared, but unpaid thereon

2.10 Class "B" Voluntary Equity Shares have attached thereto the following rights and restrictions:

class "B" Voluntary Equity Shares may only be issued to a member of the credit union

subject to the Credit Union Incorporation Act, the credit union may, but shall not be required to redeem the Class "B" Voluntary Equity Shares held by a member if all indebtedness of the member to the credit union has been fully paid and discharged and:

(i) the member is an individual and dies, subject to Rule 2.21

(ii) the member is an incorporated company and is dissolved or wound up

(iii) the member is a partnership which dissolves

(iv) the member, in any other case ceases to be a legal entity according to the statute by or pursuant to which it was created

(v) the member requests, in writing, that the Class "B" Voluntary Equity Shares be redeemed

(c) the credit union may redeem any Class "B" Voluntary Equity Shares held by a member on such terms and conditions and at such times as the Directors, in their discretion, resolve

(d) notwithstanding the foregoing, but subject to the Credit Union Incorporation Act, the amount of Class "B" Voluntary Equity Shares that the credit union may be required to redeem in any financial year is limited to 10% of the total amount of such shares issued and outstanding on the last day of the immediately preceding financial year

(e) any redemption or purchase of Class "B" Voluntary Equity Shares shall be at par value plus any dividends declared but unpaid thereon

2.12 The credit union may require evidence as to the events described in Rule 2.9, or Rule 2.10, before redeeming equity shares.

2.13 Each member of the credit union shall subscribe, fully pay for, and hold the following number of Class "A" Membership Equity Shares:

each member who is an individual, including a junior member – five (5) shares

each member that is an incorporated or unincorporated entity – five (5) shares

2.14 Rule 2.13 is in force and effect, pursuant to the Credit Union Incorporation Act.

2.15 The Directors may, by resolution, determine that the number of Class" A" Membership Equity Shares required to be owned by a member shall be increased, PROVIDED THAT:

the Directors may not determine that the total number of Class "A" Membership Equity Shares required to be owned by a member shall exceed -1,000 - Class "A" Membership Equity Shares

on any one occasion, the Directors may not determine to increase the number of Class "A" Membership Equity Shares required to be owned by more than - 25 - Class "A" Membership Equity Shares

a determination by the Directors pursuant to this Rule may be made no more frequently than once per financial year

a subsequent determination by the Directors shall not be made to have effect within six (6) months of the last such determination

subject to Rule 2.20, a determination b