Astra Bank NetTeller Agreement and Disclosure for Business Clients
This Astra Bank NetTeller Agreement and Disclosure for Business Clients (this “Agreement”) provides information about Astra Bank’s NetTeller service. By signing the Astra Bank NetTeller Service Application, you agree to the terms of this Agreement. For the purposes of this document, “Client,” “You” and “Your” shall refer to each business depositor that signs up for Astra Bank NetTeller. “We,” “Our,” “Us” or “Bank” shall refer to Astra Bank. All references to time of day in this Agreement shall be Central Standard Time or daylight savings time when in effect in the Central Time zone.
Definitions:
Business Account
An account used exclusively by a business entity for business purposes, including an individual doing business as a sole proprietorship. A business account may not be used by a consumer for any consumer purposes.
Astra Bank NetTeller Service Application
Astra Bank NetTeller Service Application attached hereto and incorporated into this Agreement by this reference as Exhibit A.
Cash Management Functionality
Includes the ability to activate several users with unique User IDs, Passwords and access levels, generate stop payment requests, originate Automated Clearinghouse (ACH) transactions and initiate wire transfers.
Settlement Date
The business day the funds will be deposited or debited from the specified account(s).
Basic Service
The ability to view account balances, view transaction history, download cleared transaction information and initiate internal transfers between Astra Bank accounts activated on the Astra Bank NetTeller service.
Business Day
Every day is a business day, except Saturdays, Sundays and certain federal holidays. You may access the Service 24 hours a day, seven days a week. From time to time Bank may perform regular maintenance on our systems or equipment that may result in interrupted service. We will attempt to provide notification in advance of any possible interruption of service.
A. Vendor
Bank offers certain of its business clients information and cash management services under the product name Astra Bank NetTeller (“Service”). A third party vendor (“Vendor”) as selected by Bank provides the Service, and both Vendor and Service are subject to change from time to time without notice to Client. Client agrees and stipulates that Vendor is an independent contractor providing software and data transmission services and is not the agent of Bank or any Client. Neither Bank nor Vendor is responsible for the actions or omissions of the other.
B. Equipment and Technical Requirements
It is your responsibility to acquire the software and equipment necessary to use the Service. To access the Service and to perform transactions, you must have Internet access, a web browser and 128-bit encryption. Client acknowledges that access to the Service and the availability of services hereunder is at all times conditioned upon the availability of the computer services, software and system used to communicate Client’s instructions and Bank’s responses. BANK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED OR SUFFERED BY CLIENT AS A RESULT, DIRECTLY OR INDIRECTLY, OF ANY FAILURE, INTERRUPTION, SUSPENSION OR TERMINATION OF SUCH SERVICES OR SYSTEM FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO THE ACTS OR OMISSIONS OF THE SERVICE OWNER OR ANY THIRD PARTY.
C. Representations and Warranties
Client represents and warrants to Bank that:
(a) Client has the corporate power and authority to execute, deliver and perform this Agreement and all related documents, including, but not limited to, Astra Bank NetTeller Service Application, the Wire Transfer Procedures and the ACH Procedures, if applicable;
(b) Client has obtained the appropriate authorizations from each person or entity owning or holding an account identified in Astra Bank NetTeller Service Application; and
(c) Client has the authority to give to Bank the instructions described in the Astra Bank NetTeller Service Application
D. Use of Astra Bank NetTeller
This Agreement is subject to such rules and procedures as Bank may establish and disseminate from time to time, including but not limited to, rules and procedures regarding security. Bank will rely upon the information Client furnishes to Vendor and/or Bank. NEITHER BANK NOR VENDOR SHALL HAVE ANY OBLIGATION TO DISCOVER, AND SHALL NOT BE LIABLE TO CLIENT FOR ANY ERRORS MADE BY CLIENT, INCLUDING, BUT NOT LIMITED TO, ERRORS MADE IN IDENTIFING ANY ACCOUNT OR PERSON, ERRORS IN THE AMOUNT OF ANY TRANSFER, DUPLICATE TRANSFER ORDERS ISSUED BY CLIENT AND ERRORS IN THE INFORMATION CLIENT FURNISHES TO VENDOR AND/OR BANK.
E. Standard of Care
The Bank will exercise ordinary care and act in good faith in connection with providing the Service to you. The Bank does not warrant or represent that the Service will operate uninterrupted or that the Service will be error free. The Bank will use reasonable commercial efforts under the circumstances to contract with third parties as required for the products and services on which the Service is dependent including, but not limited to, communication carriers, network service providers, equipment manufacturers and their associated hardware and software providers. Bank will be deemed to have exercised ordinary care if its action or failure to act has been in conformity with Bank’s prescribed procedures and such procedures do not vary unreasonably from general banking uses and practices not disapproved by any provision of any rule, statute, regulation, or government policy to which Bank is subject.
F. Liability of Bank
Generally. Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall not be liable, except as provided by applicable law, for any error or delay so long as Bank has acted in accordance with the terms and conditions hereof. Bank shall not be liable for any decision, made in good faith, to reject or not to process any transfer for any reason, including, but not limited to, if Client is in breach of any obligations hereunder, or if Bank reasonably believes there is (or Bank has actual notice of) the commencement of any proceeding by or against Client involving bankruptcy, reorganization, receivership, insolvency, or any other insolvency law or laws providing for the relief of debtors.
Compensation and Limitation of Liability.
IN NO EVENT SHALL BANK OR VENDOR BE LIABLE TO CLIENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INDIRECT LOSS OR DAMAGES, LOST PROFITS, OR THE LIKE, EVEN IF BANK OR VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Failure of Client to notify Bank in writing of any discrepancies within fourteen (14) calendar days of receipt of mailing or delivery of statement or confirmation shall preclude Client from asserting any discrepancy, error, or lack of authority against Bank, and shall relieve Bank of any liability for any transfers reflected in the statement or confirmation and for any future erroneous transfers that could have reasonably been avoided had Client notified Bank within said fourteen (14) day period. Subject to the foregoing and except as otherwise provided herein, as a condition precedent to any liability of Bank, Client must notify Bank in writing of any alleged breach of this Agreement, or other occurrence purportedly giving rise to liability of the Bank, as promptly as is reasonably possible, but in no event later than fourteen (14) calendar days following the day on which such alleged breach or occurrence was or could reasonably have been discovered by Client. BANK SHALL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS OF CLIENT OR ITS AGENTS OR OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, VENDOR, ANY FEDERAL RESERVE BANK, ANY COURIER SERVICE, THE NATIONAL AUTOMATED CLEARINHOUSE ASSOCIATION (NACHA), ANY TRANSMISSION OR COMMUNICATIONS FACILITY, OR ANY OTHER PARTY INVOLVED WITH PROCESSING OF ANY ENTRY, AND NO SUCH THIRD PARTY SHALL BE DEEMED BANK'S AGENT. Subject to the limitations herein, unless otherwise required by applicable law, any damages or other compensation due Client resulting from Bank's performance hereunder shall be limited to the Fees received by Bank during the six (6) month period preceding the date which the claim first accrued. If the Agreement has been in effect for less than six (6) months preceding such date, then compensation shall be limited to the amount of such Fees during such number of preceding months as this Agreement has been in effect. This section is subject to the ACH Procedures (Exhibit C) and Wire Transfer Procedures (Exhibit D) of this Agreement, if applicable, and shall in no way limit Bank's authority to rely on any wire transfer, ACH transaction, or other transfer request, or limit Client's responsibility with respect to any such wire transfer, ACH transaction or other transfer request, as provided in this Agreement. Bank’s liability may be further limited as stated in Bank’s other agreements with you.
Force Majeure. Notwithstanding any other provisions of this Agreement, Bank will not be held liable for any loss, expense, error or delay, including, but not limited to, any delay or inability to provide access to the Service, or in its ability to perform the transactions necessary to comply with Client's instructions, caused by accidents, strikes, flood, fire, war, riot, electrical or mechanical failures, software defects, acts or omissions of Client, Vendor, or any other third party, including but not limited to, acts or omissions of any telephone or telecommunications carrier, legal constraints, acts of God or any other causes or conditions that are beyond Bank's reasonable control.
Warranty Disclaimer. NEITHER BANK NOR VENDOR MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING PRODUCTS OR SERVICES OF BANK OR VENDOR (INCLUDING, WITHOUT LIMITATION, THE SERVICE), INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
G. Indemnification
Client will, and agrees to, at all times, defend, indemnify and hold Bank, its parent and other affiliates, and the employees, shareholders, officers, directors, associates, representatives and agents of Bank, its parent and other affiliates, harmless from and against any and all liabilities, claims, demands, causes of action, losses, damages, costs, expenses, and attorneys' fees (including those fees allocable to Bank's in-house counsel), settlements, judgments or recoveries arising out of or relating, directly or indirectly, to Client's use of the Service, Client's negligence, Client's failure to comply with applicable law, including without limitation any willful misconduct, criminal misconduct or fraud, or Client's failure to comply with the terms of this Agreement.
H. Disclosure of Information; Confidentiality and Security
The circumstances under which we will disclose information about you or your accounts, has been separately disclosed to you in our Privacy Policy and in other disclosures which have been provided directly to you. Our Privacy Policy may change from time to time and is always available on-line and at our banking locations. EXCEPT AS SET FORTH HEREIN, BANK WILL NOT BE LIABLE FOR ANY LOSS SUFFERED BY CLIENT AS A RESULT, DIRECTLY OR INDIRECTLY, OF ANY UNAUTHORIZED PERSON GAINING ACCESS TO OR OTHERWISE MAKING USE OF THE SERVICE. Client understands that all passwords, User IDs, and any other security codes (collectively, the "Codes") provided by Bank to Client in connection with the Service are confidential. Client agrees to safeguard the Codes at all times and to establish and maintain procedures to ensure their confidentiality. Client agrees not to disclose the Codes to any person or entity, except Client's authorized personnel. Client shall notify Bank immediately if the confidentiality of any of the Codes is breached. Client may contact Bank by calling (785) 335-2243 or by writing Bank at:
Astra Bank
Attn: NetTeller
PO Box 200
Scandia, KS 66966
or by emailing bankinfo@bankwithastra.com.
The security of the Codes depends on Client’s maintaining the security of the Codes and limiting access to the Service to Client’s authorized personnel. Anything that permits any other party, besides Bank and Client’s authorized personnel, to learn the Codes and enables the outside party to input information on the Service destroys the safeguard of the Codes and the protection of the Service. Client acknowledges and agrees that it has sole responsibility for the security of the Codes and access to the Service, and agrees to hold Bank harmless for complying with all instructions received from Client through the Service.
You will be asked to change the Password upon the first access to the Service. USE OF A PASSWORD BY YOU OR BY ANY OTHER PERSON WITH YOUR AUTHORIZATION SHALL BE CONSIDERED THE SAME AS YOUR WRITTEN SIGNATURE AUTHORIZING US TO COMPLETE ANY TRANSACTION OR REQUEST COMMUNICATED THROUGH THE SERVICE. If the confidentiality of a Password is compromised, you are responsible for changing the Password so as to deny access to the Service. If you furnish a User ID and Password to another person, you are liable for all subsequent transactions. You agree that these security procedures are commercially reasonable and are designed to authenticate your transactions.
If the Cash Management Functionality of the Service is not activated, only one User ID, Password and Caller Authentication Code will be issued for your company.
If the Cash Management Functionality of the Service is activated, each authorized user identified in the Service Application (“Authorized User”) will be assigned a unique User ID, Password, and Caller Authentication Code to allow access to the Service. Client may amend the Authorized Users listed by submitting to Bank the appropriate form, signed by an authorized representative of client, as defined in Paragraph J (Modifications) of this Agreement.
I. Client Accounts, Affiliated Company Accounts and Consumer Accounts
Client will have access through the Service to the accounts identified in the Service Application. If Client has requested access to a consumer (non-business) account on the Service, Client acknowledges that a copy of the Astra Bank NetTeller – Consumer Service Terms and Conditions Agreement & Electronic Funds Transfer Disclosure has been delivered to each consumer who has such an account listed.
If the Cash Management Functionality of the Service is activated, Client may ask Bank to provide access through the Service for accounts owned by affiliated companies. Client will provide Bank with a Corporate Resolution for Affiliated Company to Enter into Astra Bank NetTeller for any such affiliated companies. Said Corporate Resolution shall permit Client to include any such affiliated company's account(s) in this Agreement, and shall authorize Client to access any such account(s). Client may amend the accounts listed in the Service Application by submitting to Bank the appropriate form signed by an authorized representative of Client. Any such affiliated company may make amendments to the Service Application by submitting to Bank a written request to:
Astra Bank
Attn: NetTeller
PO Box 200
Scandia, KS 66966
J. Modifications
If the Cash Management Functionality of the Service is activated, Client hereby acknowledges that any individual identified on the Cash Management Service Application as a System Administrator will be considered an authorized representative and has the authority to modify the Cash Management Service Application and appoint or delete such other persons who may be authorized in the name of and on behalf of Client. A System Administrator is authorized to make changes in accounts covered by this Agreement, funds transfer paths, dollar limits on transfers and agree to such other changes in the Agreement as said person in his or her discretion may deem appropriate. Client agrees that Bank may rely upon written requests authorized by Client's System Administrator, and Client hereby releases Bank from any and all liability or claims based on such reliance.
K. Transactions
Transfers. Client agrees to be bound by, and settle for all transfer requests, and the information contained therein, received through the Service. Client agrees to maintain sufficient available funds in the account to be debited at the time a transfer request is made until settlement. Client authorizes Bank to charge the designated account for the transfer request. Client agrees that Bank has the right to charge any other accounts maintained by Client with Bank or any affiliate of Bank that are not designated as authorized accounts if Bank accepts the transfer request and the designated account does not have a sufficient available balance. If Client requests a funds transfer and identifies an account or a person by account number, or by name and account number, Client agrees that payment of the transfer shall be made on the basis of the account number, even if the account number provided identifies a person different from the intended recipient.
Internal Transfers. If Client has selected Internal Transfer ability, Client will have the ability to transfer funds between checking, savings and loan accounts maintained with Bank. For Internal Transfers to be processed on the business day of the request, the request must be sent to Bank through the Service no later than 9:00 p.m. If the request is sent to Bank after the deadline, Bank may process the request the following business day, unless funds are not available. Your ability to initiate Internal Transfers between accounts may be limited by federal law or by the terms of your general account agreement with us (i.e., the Terms and Conditions account agreement governing your accounts). Internal Transfers from deposit accounts that are Savings or Money Market Deposit Accounts are limited as required by federal regulation to no more than six (6) pre-authorized transfers in any specified period. The specified period for Savings and Money Market Deposit Accounts is the calendar month. Internal Transfers utilizing the Service are considered pre-authorized transfers and must comply with the six (6) per month limitation. Your account must have sufficient funds in order for transfers to be completed. You can not post-date a transfer.
Bill Payment. If Client has activated the PowerPay feature, funds will be taken out of the account designated on the “effective date” as indicated by Client. For PowerPay transactions to be processed on the same business day as the request, the request must be sent to Bank through the Service no later than 12:00 p.m. If the request is sent to Bank after the deadline, Bank will process the request the following business day, unless funds are not available. Your account must have sufficient available funds in order for PowerPay transactions to be completed. If a Bill Payment transaction is not processed because there are not sufficient available funds in the account, Bank is not responsible for the failure of this transaction. You must allow sufficient time for the payee to receive the bill payment before the due date the payee provides you. If you do not allow sufficient time for a bill payment, you assume full responsibility for all late fees, finance charges and any other actions initiated by the payee against you. In many cases, bill payments are electronically delivered to the payee, and are typically received within two (2) business days after the “effective date.” However, some payees do not accept electronic payments; therefore, a check will be mailed, which may typically take five (5) business days after the “effective date” to process and deliver. BANK IS RESPONSIBLE ONLY FOR EXERCISING REASONABLE AND ORDINARY CARE IN MAKING BILL PAYMENTS UPON YOUR AUTHORIZATION AND FOR SENDING OR MAILING A BILL PAYMENT TO THE DESIGNATED PAYEE BASED ON THE CIRCUMSTANCES AS ABOVE OUTLINED. THE BANK IS NOT LIABLE IN ANY WAY FOR DAMAGES YOU INCUR IF:
- THERE ARE NOT SUFFICIENT AVAILABLE FUNDS IN YOUR ACCOUNT(S) TO MAKE THE BILL PAYMENTS OR TRANSFERS;
- THE ESTIMATED TIME OF DELIVERY TO THE PAYEE IS INACCURATE;
- THERE ARE DELAYS IN MAIL DELIVERY;
- THERE ARE PAYEE CHANGES OF ADDRESS OR ACCOUNT NUMBER;
- THE PAYEE FAILS TO APPLY THE PAYMENT IN A TIMELY MANNER;
- CIRCUMSTANCES OCCUR WHICH ARE BEYOND BANK’S REASONABLE CONTROL OR ANY CIRCUMSTANCE IF ATTRIBUTABLE, IN WHOLE OR IN PART, TO YOU OR TO THIRD PARTIES.
Stop Payment. If the Cash Management Functionality of the Service is activated with Stop Payment ability, Client will have the ability to initiate a Stop Payment request from Client’s account(s) maintained on the Service. Stop Payment requests must be sent to Bank through the Service no later than 9:00 p.m. in order for the request to be processed on the date of the request. If the request is sent to Bank after the deadline, Bank will process the request the following business day.
Automated Clearinghouse (ACH) Transactions. If the Cash Management Functionality of the Service is activated and Client has ACH ability, Client agrees to the ACH Procedures, attached hereto and incorporated into this Agreement by this reference as Exhibit C.
Wire Transfer. If the Cash Management Functionality of the Service is activated and Client has Wire Transfer ability, Client agrees to the Wire Transfer Procedures, attached hereto and incorporated into this Agreement by this reference as Exhibit D.
L. General
Notices. Except where this Agreement specifically authorizes telephone notice, all notices under this Agreement shall be written, and shall be delivered in person, by United States mail, or via e-mail. If Client has more than one Authorized User on the Service, notice to one Authorized User is notice to all Authorized Users. Notice shall be deemed to be given at the time of hand delivery or at the time e-mail is sent or three (3) calendar days after the date on which it is post-marked if delivered via U.S. Mail. All notices to you shall be delivered to the mailing address or e-mail address as provided on the Service Application. Notices to Bank may be mailed to the following address:
Astra Bank
Attn: NetTeller
PO Box 200
Scandia, KS 66966
Or sent by electronic mail to bankinfo@bankwithastra.com.
Headings. The headings used in this Agreement are for convenience only and will not be used in construing the provisions hereof.
Entire Agreement and Amendments. This Agreement, together with the general account agreement (i.e. the Terms and Conditions account agreement governing your account(s)), is the complete and exclusive statement of the agreement between Bank and Client with respect to the subject matter hereof and supersedes any prior agreements between Bank and Client with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the general account agreement, the terms of this Agreement shall govern. No other agreement, statement or promise made by either party or by any associate, officer, or agent of either party that is not in writing and signed by both parties is binding, except that Bank may amend the terms and conditions of this Agreement upon ten (10) calendar days prior written notice to Client.
Assignment. This Agreement will inure to the benefit of and be binding upon both parties, their successors and assigns. Client may not assign this Agreement without the prior written consent of Bank. Nothing in this Agreement limits or restricts the right of Bank to effect an assignment of this Agreement in any manner, including, but not limited to, assignment by merger, reorganization, sale of corporate assets or other corporate change.
Governing Law; Jurisdiction and Attorneys' Fees. Except as governed by federal law, regulation, rule or government policy and applicable funds transfer rules, as varied by this Agreement, this Agreement is subject to, and shall be governed by and interpreted in accordance with, the laws of the State of Kansas, without regard to such state’s rules regarding conflict of laws and without regard to your state of residence. The venue for all litigation relating directly or indirectly to this Agreement shall be in a court of appropriate jurisdiction in Belleville, Kansas. The successful party in any such action will be entitled to recover from the unsuccessful party, in addition to any other relief to which it may be entitled, reasonable attorney's fees (which may be or include the allocable cost of in-house counsel), and costs incurred by it in prosecuting or defending such action, which will be included as a part of any judgment rendered in such action.
Severability; No Waiver. If any provision of this Agreement, or part of a provision, is held to be invalid, illegal, void or unenforceable, the remainder of this Agreement, or other parts of such provision, will not be affected thereby. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future rule, statute, regulation, or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such rule, statute, regulation or policy, and Bank shall incur no liability to Client as a result of such violation or amendment. If on any occasion Bank fails to enforce any of its rights hereunder, such failure shall not be deemed a waiver of said rights on any other occasion.
M. Term and Termination
This Agreement will remain in effect until terminated by either party. In addition to any accrued Fees owing on the date of termination, Client shall pay Bank the Fees for any transactions that occur after termination should any transactions have been scheduled prior to the date of termination. The terms, provisions, representations and warranties contained in this Agreement which by their sense and context are intended to survive the performance hereunder, including but not limited to Paragraph C (Representations and Warranties), Paragraph F (Liability of Bank), Paragraph G (Indemnification), Paragraph L (General), this Paragraph M (Term and Termination), and Paragraph N (Fees and Charges; Minimum Balances; Bank Right of Hold and Setoff) shall survive the completion of performance and termination of this Agreement. Bank may terminate your Service privileges without notice to you if you do not pay any Fee(s).
N. Fees and Charges; Minimum Balances; Bank Right of Hold and Setoff
Client agrees to pay Bank the fees ("Fees") specified in the Astra Bank NetTeller Pricing Schedule for Business Clients, attached hereto and incorporated into this Agreement by this reference as Exhibit B. Bank may amend Fees, from time to time, upon ten (10) days prior written notice to Client. Bank is authorized to debit Fees from any account maintained by Client with Bank or any affiliate of Bank. In addition, Bank may use any other remedies to which Bank may be entitled, including, but not limited to, the right to terminate this Agreement. In addition to such Fees, Client will pay all sales, use, or other taxes applicable to this Agreement or to the Service, excluding taxes based on the net income of Bank. Client will also be responsible for the costs of any communication lines or any data processing or services payable to third parties. Bank may in its sole discretion require a minimum balance to be maintained in any account maintained by Client with Bank or any affiliate of Bank, in such amount as determined, from time to time, by Bank.
Client agrees that Bank may, in its sole discretion, debit or place a hold on funds in any account (whether general or special, individual or joint, business or personal) maintained by Client with Bank or any affiliate of Bank, for payment of any obligation (whether direct or indirect, absolute or contingent, due or to become due) of Client under this Agreement, and that Bank may setoff against any amount it owes to Client, in order to obtain payment of Client's obligations under this Agreement.
EXHIBIT A
Astra Bank NetTeller Service Application
| Business Name: | ______________ | Tax ID Number: | ______________ | |
| Primary Contact: | ______________ | Business Phone: | ______________ | |
| Business Mailing Address: | ______________ | City: | ______________ | |
| State: | ______________ | Zip: | ______________ | |
| E-mail Address: | ______________ | Fax Number: | ______________ |
Account Enrollment Information
** The primary account must be listed first. (This is the account that will be charged for any applicable Astra Bank NetTeller Fees.)
| Account Type | Account Number | Service | Transfers |
Authorization:
By signing below, the above named Client is registering for Astra Bank NetTeller and Astra Bank PowerPay (if applicable). Client hereby acknowledges receipt of and agrees to comply with the Astra Bank NetTeller Agreement and Disclosure for Business Clients, as revised from time to time. Client authorizes Bank to charge above listed account(s) for any transactions (including monthly service charge fees) completed through the use of Astra Bank NetTeller and Astra Bank PowerPay, including the amount of any recurring payment or transfer made. Client acknowledges receipt of and agrees to comply with the Astra Bank NetTeller – Consumer Service Terms and Conditions Agreement & Electronic Funds Transfer Disclosure, as revised from time to time, if any of the accounts listed above are personal (non-business use) accounts. Client agrees that sufficient funds must be available in above listed account(s) on the date scheduled payments or transfers to be made using Astra Bank NetTeller and Astra Bank PowerPay services.
Business Name:
| By: | __________________________________ | ______________ | |
| Signature | Date | ||
| __________________________________ | |||
| Printed Name |
EXHIBIT B
Astra Bank NetTeller Pricing Schedule
| Service | Charge |
| Astra Bank NetTeller Includes:
| No Charge |
| Astra Bank PowerPay Includes:
| $3.95 per month and $0.35 per transaction OR No Charge with Astra Bank Cash Management |
| Astra Bank Cash Management Includes:
| $34.95 per month |
| Out-Going Wire Origination (Requires Astra Bank Cash Management) | $8.00 per wire |
| Option 1 Call Back Verification of ACH Transactions | $4.95 per month |
| Option 2 Email Verification of ACH Transactions | No Charge |
| Option A Receive Wire Transfer Confirmation via Email | No Charge |
| Option B Call Back Verification to Authorized User on Wire Transfers | $4.95 per month |
EXHIBIT C
Astra Bank NetTeller ACH Procedures
General. Client will have the ability to initiate Automated Clearinghouse (ACH) debit and credit transactions from Client’s account(s) maintained on the Service to third parties. If Client identifies the third party recipient bank by identifying number, or by name and identifying number, Bank may rely on the number as the proper identification of the bank. ACH transactions must be sent to Bank through the Service no later than 2:00 P.M. in order for the transaction to be processed on the settlement date of the request. Bank may amend cut-off deadlines from time to time. If the request is sent to Bank after the deadline, Bank will process the request(s) on the following business day, unless funds are not available. ACH Transactions may not be canceled after they have been submitted to Bank. The settlement date must be at least one business day, but not more than thirty-one (31) calendar days, after the date sent. Client requests Bank to accept ACH credit and debit transactions from Vendor. Bank reserves the right to, in good faith, reject any and/or all transactions from Vendor. Client assumes all responsibility for Vendor’s acts or omissions. Client assumes all responsibility for the accuracy and validity of all ACH transactions sent using the Service on their personal computer. Client represents to Bank that (a) each person shown as the receiver on an entry has authorized the entry prior to its submission to Bank; (b) such authorization is and shall remain in effect until the receiver’s account is debited or credited; (c) each entry transmitted to Bank conforms to Client’s obligations under this Agreement, and all applicable funds transfer system rules, and all applicable laws and regulations, as varied by this Agreement, and (d) Client shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, including the sanctions laws administered by the Office of Foreign Assets Control. Client agrees to be bound by all applicable funds transfer system rules and all applicable laws and regulations, as varied by this Agreement.
Rules. The Client acknowledges receipt of a copy of the operating rules (as amended from time to time, the “Rules”). The Bank agrees to inform the Client of revisions to the Rules of which the Bank has knowledge. The Client agrees to comply with and be bound by the Rules and acknowledges that entries may not be initiated that violate the laws of the United States. This includes, but is not limited to, sanctions enforced by the Office of Foreign Assets Control (OFAC). It shall further be the responsibility of the Client to obtain information regarding such OFAC enforced sanctions.
Limits. Bank will establish a maximum daily dollar amount (limit) for ACH transactions for Client. Bank may refuse to process transmissions that are in excess of Client’s ACH limit. Any request to increase the limit established by Bank must be in writing and accompanied by current financial statements. Bank may change or eliminate Client’s limit effective immediately, for any reason, and in its sole discretion.
Chargebacks. Client agrees that if, for any reason, Bank does not receive payment for funds transferred to the account of Client, Bank will chargeback the account of Client and/or demand return of funds withdrawn from Client’s account, up to the amount of the transfer order. Bank will pursue any other available remedies without waiver of its right to chargeback and/or demand return of withdrawn funds at any time. Bank will promptly furnish notice to Client of any chargebacks. Bank may, in its sole discretion, require funds to be reserved for potential chargebacks, either by hold or separate escrow account.
Security. Bank is hereby authorized to honor, execute and charge the account(s) for all transactions when such transactions are received through the Service. Subject to Client’s selection of Options 1 or 2 below, Client agrees that Bank shall not call Client to verify the authenticity or accuracy of any transactions and that Bank shall have no liability for processing the transactions without verifying the transactions with Client. If Client desires verification of transactions prior to processing, Client must initial the desired option below (additional fee applies). CLIENT UNDERSTANDS THAT IF IT DOES NOT SELECT CALL BACK VERIFICATION (BY INITALING OPTION 1, BELOW) OR EMAIL VERIFICATION (BY INITIALING OPTION 2, BELOW) OF ACH TRANSACTIONS, CLIENT IS ACCEPTING A HIGHER DEGREE OF RISK OF AN UNAUTHORIZED OR ERRONEOUS TRANSACTION AND AGREES TO BE BOUND BY ANY PAYMENT ORDER RESULTING THEREFROM.
_____ Option 1: Call Back Verification of ACH Transactions. Bank offers, for an additional fee (See Exhibit B), a call back verification to an Authorized User as identified on the Service Application as having ACH Approval Authority, on all ACH transmissions initiated through the ACH module of the Service. When an incoming file is received, Bank will call a designated Authorized User to confirm the receipt and total dollar amount of the file. If Bank is unable to obtain verification, Bank will refuse to process the transactions. Bank is hereby authorized to electronically record telephone conversations, data transmissions, or any other communications between Bank and Client and their agents. The decision to record communications is totally at Bank’s discretion.
_____ Option 2: Email Verification of ACH Transactions. Bank offers, for an additional fee (See Exhibit B) email verification from an Authorized User as identified on the Service Application as having ACH Approval Authority, on all ACH transmissions initiated through the ACH module of the Service. Bank must receive an email transmission through the Service from an Authorized User identifying the total number of items in the file and the total dollar amounts for debits and, separately, for credits contained in each file before it will be processed. If Bank is unable to obtain verification, Bank will refuse to process the transactions.
EXHIBIT D
Astra Bank NetTeller Wire Transfer Procedures
General. Client will have the ability to request wire transfers of funds from Client’s account(s) maintained on the Service to third parties. If Client identifies the third party recipient bank by identifying number, or by name and identifying number, Bank may rely on the number as the proper identification of the bank. Bank has no obligation to accept any payment order, and orders are not deemed accepted until executed. Bank may refuse to comply with a wire transfer request if Bank has reason to believe that the available balance in Client’s account is or will be insufficient to cover the amount of the transfer and any related charges. For funds to be sent on the business day of the request, the request must be sent to the Bank through the Service no later than 1:00 p.m. Bank may amend cut-off deadlines from time to time. If the request is sent to Bank after the deadline, Bank will process the request the following business day, unless funds are not available. Wire Transfers may not be canceled after they have been submitted to Bank. Client designates Bank as its agent for selection of any intermediary bank used to carry out the funds transfer and agrees that any intermediary used by Bank is hereby designated by Client.
Cancellations. Client shall have no right to cancel or revoke any transfer request after it has been sent. Any attempt by Client to revoke or cancel any instructions for a transfer must be received by Bank by close of business on the banking day prior to the day on which the transfer request is to be executed. Bank makes no representation or warranty as to its ability to revoke or cancel a transfer once made. Notwithstanding any other provision of this Agreement, Bank shall have no liability if it fails to effect the cancellation, even if such failure is due to willful failure or gross negligence of Bank.
Confirmations. Confirmations of each wire transfer will be mailed to Client, unless Option A is selected below. If Client desires fax delivery of confirmation information, Client must initial Option A, below (additional fee applies). Client will be deemed to have approved the information contained in a confirmation unless written objection thereto is delivered to Bank within fourteen (14) calendar days after the date of confirmation, unless specified otherwise herein.
_____ Option A: Receive Confirmation via Email.
Bank is hereby requested to deliver to Client, for an additional fee (See Exhibit B), all outgoing wire confirmation information via Email transmission to the Email address provided on the Service Application.
Security. Bank is hereby authorized to honor, execute and charge the account(s) for all funds transfer instructions when such instructions are received through the Service. Subject to Client’s selection of Call Back Verification (Option B, below) Client agrees that Bank shall not call Client to verify the authenticity or accuracy of any funds transfer instruction and that Bank shall have no liability for performing each funds transfer instruction without verifying the instruction with Client. If Client desires Call Back Verification, Client must initial Option B, below (additional fee applies). CLIENT UNDERSTANDS THAT IF IT DOES NOT SELECT CALL BACK VERIFICATION (BY INITIALING OPTION B, BELOW), CLIENT IS ACCEPTING A HIGHER DEGREE OF RISK OF AN UNAUTHORIZED OR ERRONEOUS TRANSFER AND AGREES TO BE BOUND BY ANY PAYMENT ORDER RESULTING THEREFROM.
_____ Option B: Call Back Verification to Authorized User.
Bank is hereby authorized, for an additional fee (See Exhibit B), to honor, execute and charge the account(s) for all funds transfer instructions received through the Service and verified by a call-back to any Authorized User as identified on the Service Application as having Wire Transfer Approval Authority. Bank will assign to each such Authorized User a confidential code number for identification in verifying transfers. Client acknowledges and agrees that it is responsible for maintaining the confidentiality of assigned code numbers. Bank shall not be liable for any transfers made pursuant to a compromised code that has not been reported to Bank. If confirmation is received, even if confirmed by the same Authorized User who initiated or sent the funds transfer instruction, and funds are available, the transfer will be made. If Bank is unable to obtain verification, Bank will refuse to process the instruction. Bank is hereby authorized to electronically record telephone conversations, data transmissions, or any other communications between Bank and Client and their agents. The decision to record communications is totally at Bank’s discretion.
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