This agreement (the "Agreement") outlines the terms and conditions governing the Depositor's use of Direct Services (defined below). Saven Financial, a division of FirstOntario Credit Union (the Financial Institution) does not offer Direct Services other than in accordance with these terms and conditions. By requesting and using Direct Services, the Depositor acknowledges their acceptance of these terms and conditions.
In consideration of the Financial Institution providing access to any of the Depositor's Accounts using Direct Services, the Depositor agrees as follows:
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 a computer, or a smartphone.
"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 Agreement" means the agreements for the operation of the Account.
“Authentication Factors” means a special category of security credential that is used to verify the identity and authorization of a Depositor attempting to gain access to Direct Services.
"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.
"Depositor" means the customer or member of the Financial Institution who holds the Account with the Financial Institution authorized by the Financial Institution for Direct Services.
"Direct Services" means the services offered by the Financial Institution that let the Depositor access the Account using an Access Terminal.
"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 or credit union official cheque, denominated in Canadian Dollar and drawn on a financial institution domiciled in Canada. 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 name or on which the Depositor has the authority to independently authorize Transactions.
"Financial Institution" means the financial institution 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.
“Multi-Factor Authentication” means authentication method that requires Depositor to provide two or more Authentication Factors to gain access to Direct Services/Account via Access Terminal.
"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.
"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.
"PIN" means the personal identification number used in connection with Remote Instructions.
"Preauthorized Debit" means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with the Depositor's instructions.
"Remote Deposit Service" means the remote deposit capture service provided by the Financial Institution and its Third Party service providers, 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 to the Financial Institution with respect to the operation of the Account from a remote location, using a computer, portable hand-held device, smartphone, 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 Payments Canada amended from time to time.
“Saven Mobile App” means a program on Depositor’s smartphone that is required to perform Multi-Factor Authentication in order to grant access to the Account or approve transactions.
"Third Party" means any person, firm, corporation, association, organization, or entity other than the Financial Institution.
"Transaction" means any transaction processed to or from the Account.
Personal Information
The Financial Institution may collect, use, and disclose the Depositor's personal information in order to provide financial services and products to the Depositor, to verify or determine the Depositor's identity, and to comply with legal and regulatory requirements, all in accordance with this Agreement and the privacy policies of the Financial Institution. The Financial Institution may obtain, collect, use, and release confidential Depositor information as permitted or required by law or in a court proceeding or with the Depositor's consent or as necessary to process Transactions.
Use Of Services
The Depositor may use Direct 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 is approved by the Financial Institution. The Depositor cannot use Direct 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 offered.
In connection with Direct Services, the Depositor agrees to provide true, accurate, current, and complete information about the Depositor, the Account, and any External Account when required by the Financial Institution. Further, the Depositor agrees to notify the Financial Institution of any changes to such information within a reasonable period of time.
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 Direct Services, including, without limitation, service charges for providing records regarding the Depositor that the Financial Institution is legally required to provide. The Depositor acknowledges being advised that a schedule of the Financial Institution's charges for Direct Services are posted on their website and are 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 Direct Services 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 Direct Services 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 Direct Services they request, in advance of requesting those services. By requesting Direct Services the Depositor acknowledges their agreement to pay service charges for the Direct Services requested by them 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.
Availability of Direct Services
The Depositor acknowledges that the availability of Direct Services depends on telecommunications systems, computer hardware and software, and other equipment, including equipment belonging to the Financial Institution, and Third Parties and that there is no guarantee or obligation to provide continuous or uninterrupted service. The Financial Institution is 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 its Third Parties providing or failing to provide Direct 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 its Third Parties 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 its Third Parties from any and all Interruption Claims.
Authorization for Transactions
The Depositor acknowledges and agrees that:
- using Multi-Factor Authentication 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 Agreement;
- the Depositor will be bound by each such Transaction; and
- once Multi-Factor Authentication has been used to authorize a Transaction, the Transaction cannot be revoked or countermanded.
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 Multi-Factor Authentication, the PIN, in person by the Depositor, 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.
PIN Confidentiality
The Financial Institution can assign and/or require the Depositor to select and use a PIN in connection with this Agreement. The Depositor agrees to keep the PIN confidential and will only reveal them to authorized Financial Institution agents or officers when required by the Financial Institution. The Depositor agrees not to record the PIN in any format or medium. The Depositor can change PIN at any time. The Depositor agrees to change PIN if and when required by the Financial Institution. The Depositor acknowledges that PIN must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account.
The Depositor is responsible for all use of the PIN and for all Transactions on the Account authorized using Direct Services.
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 Depositor discloses the PIN 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, PIN Confidentiality, Notwithstanding any such waiver, the Depositor acknowledges and agrees that the Depositor remains responsible for all use of the PIN by the Third Party.
Remote Instructions
The Depositor may provide Remote Instructions to 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 the Financial Institution, or concern other Transactions and arrangements conducted at or with the Financial Institution.
The Financial Institution may, but will not be obliged to, act on Remote Instructions received in the name of the Depositor along with any Authentication Factors or PIN, 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.
A Remote Instruction is 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 of the persons that constitute 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 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.
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, 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, the Financial Institution may place a hold on the credit and/or reverse the credit and any applicable interest.
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 statements 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 the Account Agreement.
A copy of any 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 its Third Parties' 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.
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 and the Account Agreement, and has given written notice to the Financial Institution 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 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.
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 willful 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 for that purpose);
- the inaccuracies in, or inadequacies of, any information furnished 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; or
- forged, unauthorized, or fraudulent use of services, or forged, unauthorized, or fraudulent instructions or Instruments, or material alteration to an instruction, including Remote Instructions.
Risks and Duties
Except for loss caused exclusively by the Financial Institution's gross negligence or intentional or willful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, the Depositor assumes all risk of loss due to the use of Direct Services, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that they will notify the Financial Institution immediately:
- of any suspected or actual misuse or unauthorized use of the Access Terminal, Saven Mobile App, and/or PIN;
- if the PIN becomes known to anyone other than the Depositor;
- if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them; and
- loss of Access Terminal
The Depositor will change the PIN 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 Access Terminal, Saven Mobile App, and/or PIN 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 they shall be bound by and liable for any use of the Access Terminal, Saven Mobile App, and/or PIN by a member of the Depositor's household.
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, 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 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 Depositor's 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 Direct Services and/or operation of the Account without notice.
Rights for Innocent Breach
Subject to the provisions of this Agreement and the Account Agreement:
- if the Depositor did not reveal the PIN 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 PIN 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 PIN may have become known to someone other than the Depositor. 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
- 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 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 by the Depositor through Direct Services whether or not the Depositor actually gave the Remote Instructions.
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, 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 did not cause or contribute to the problem or unauthorized Transaction, has fully cooperated with the investigation, and has complied with this Agreement and the Account 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 took all reasonable and required steps to:
- protect the confidentiality of the PIN as required by this Agreement and the Account Agreement;
- use security safeguards to protect against and detect loss, theft, and unauthorized access as required by this Agreement and the Account Agreement; and
- 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.
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 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 Depositor further acknowledges that to reduce the risk of unauthorized access to the Account through the Access Terminal, the Depositor 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 PIN.
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.
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.
Third Party Services
The Financial Institution 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 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. 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 such a relationship is outside the control of the Financial Institution;
- the Financial Institution 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 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
- 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.
Indemnity
The Depositor agrees to indemnify and hold the Financial Institution and its service providers 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 Direct 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, 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 of the Indemnified Parties making Direct Services 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 through Direct Services;
- any Transaction that results in a negative balance in the Account; or
- 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 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.
Direct Services Acknowledgement
when transfers 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;
- anyone with access to the Authentication Factors and/or PIN may be able to access Direct Services and may use the Access Terminal, Saven Mobile App, and/or PIN to transfer money out of an Account and authorize any other Transaction;
- 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 even if the money is used for the benefit of a person other than the Depositor;
- the Depositor will be liable for all Transactions conducted using Direct Services, including Transactions that benefit a person other than the Depositor;
- a copy of an electronic communication is admissible in legal proceedings and constitutes the same authority as would an original document in writing.
No Statement Request and Ongoing Verification Obligations
The Depositor will not be mailed printed statements of account .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 the activity in the Account, and will, by no later than 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 Instrument 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 and the Account Agreement;
- all amounts charged to the Account are valid;
- he 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; and
- the use of any service shown is correct.
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, made in error, or tainted by fraud, may be reversed from the Account notwithstanding any provisional posting. The statement of account for the Account will be modified accordingly; and
- 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.
- Despite subsection b) above, 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.
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.
Direct Services and Third Parties
In respect of all Direct Services and any Third Party services made available by the Financial Institution, the Depositor shall not:
- use the services for an illegal, fraudulent, or defamatory purpose; and
- 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 Direct Services or Third Party services).
In the event of a breach of the provisions of a) or b), the Depositor's participation in Direct Services or any service provided by the Financial Institution or a Third Party may be suspended or terminated.
Transfers with External Accounts
If the Financial Institution through Direct Services enables the Depositor to transfer funds between the Account and an External Account, then:
- the Financial Institution reserves the right to refuse to accept the External Account;
- the Depositor agrees to provide the Financial Institution with the financial institution number, branch address or number, and the account number of the External Account the Depositor wishes to link to the Account. The Financial Institution reserves the right to verify the External Account;
- the Depositor and the External Account holder must provide authorization to establish the link between the Account and the External Account;
- the Depositor agrees to not link the Account to an account that is not owned by the Depositor;
- the Depositor acknowledges and agrees that the Financial Institution, at its 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;
- the Depositor may only link an Account denominated in Canadian dollars to an External Account denominated in Canadian dollars and only if the External Account is with a financial institution domiciled in Canada;
- the Financial Institution reserves the right to limit the number of External Accounts that can be linked to the Account;
- the Financial Institution reserves the right to limit the dollar amount of Transactions to or from the External Account;
- the Financial Institution reserves the right to limit the number of Transactions to or from the External Account;
- the Financial Institution reserves the right to hold funds on the Transaction amount;
- the Depositor 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 Depositor 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;
- funds usually arrive in the Depositor's External Account or Account within 3 to 7 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 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;
- all deposits or withdrawals will be reversed if the Transaction cannot be delivered or if it is returned for any reason; and
- the Depositor 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.
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:
- the Financial Institution reserves the right to refuse to accept any Account;
- 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;
- the Financial Institution reserves the right to limit the number of Accounts that can be linked;
- the Financial Institution reserves the right to limit the dollar amount of Transactions made to or from a linked Account;
- the Financial Institution reserves the right to limit the number of Transactions made to or from a linked Account;
- 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;
- 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 its Third Parties 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
- all Transactions will be reversed if the Transaction cannot be delivered or if it is returned for any reason.
EMT Services
If the Financial Institution through Direct Services makes EMT Services (Interac e-Transfer) available and the Depositor uses the EMT Services, the Depositor acknowledges and agrees that:
- the EMT Services are only available in Canadian dollars;
- 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;
- 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;
- 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;
- an EMT Notice advising the recipient of the Transaction will be generated approximately 30 minutes after the Depositor originates the Transaction;
- 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;
- the recipient must correctly provide the EMT Answer to claim or decline the Transaction;
- 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;
- 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;
- as the sender, the Depositor will not include the EMT Answer in the Transaction details;
- as the recipient, the Depositor will not disclose the EMT Answer except as required to claim or decline the transfer;
- 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;
- if the recipient declines a Transaction that the Depositor initiated, the Transaction will be returned to the Depositor;
- 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;
- 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 transfer 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;
- 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;
- 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;
- the Depositor is responsible for providing a valid EMT Contact Information and will immediately update it via Direct Services if there are any changes to said EMT Contact Information;
- 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;
- all disputes will be handled directly between the sender and the recipient;
- the Financial Institution may refuse to provide EMT Services for the Depositor; 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 a delay in processing a Transaction or for Transactions claimed by someone other than the intended recipient.
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 the Financial Institution for negotiation and clearing. The Depositor acknowledges and agrees that this role as agent cannot be further delegated by the Depositor. 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, and
- 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;
- 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 by the Financial Institution, subject to the Account 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 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 contact the Financial Institution, 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;
- 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 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 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;
- 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; 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 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.
Viewing Documents
The Financial Institution may, in connection with Direct Services, permit the Depositor 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 Depositor to view and print images of documents.
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 Direct Services 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 mailing notice to the Depositor's 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 the attention of the Depositor. The Depositor is responsible for regularly reviewing the terms and conditions of this Agreement. If the Depositor uses the Direct Services 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 must not change, supplement, or amend this Agreement by any means.
Other Agreements
In addition to this Agreement, the terms and conditions of the Account Agreement between the Depositor and the Financial Institution will apply to Direct 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 the Depositor and the Financial Institution and the terms and conditions of this Agreement, then the terms and conditions of this Agreement will apply in respect of Direct Services. There are no representations or warranties made by the Financial Institution to the Depositor concerning Direct 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 the Financial Institution, 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 the Depositor may not rely upon any such advice or information.
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 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.
Termination
This Agreement may be terminated by either the Financial Institution or the Depositor on not less than 1 business day prior notice. Any notice of termination shall not release the Depositor from any obligations incurred under this Agreement.
Electronic Execution
This Agreement may be executed electronically. Use of Direct 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.
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.
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 heirs, executors, successors, and assigns.
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 to abide by and comply with all such laws and procedures.
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; and
- such invalidity or unenforceability will not affect any other provision of this Agreement.
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.
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.