Cash Management Online Agreement

CASH MANAGEMENT ONLINE AGREEMENT

This Cash Management Online Agreement (the "Agreement") governs the terms and conditions of the use of our Cash Management Online services ("Cash Management Online"). In this Agreement the words "you" and "your" mean a Cash Management Online customer and the words "we", "us" and "our" mean Bridgewater Savings Bank. The word "Account" means your Business Checking Account, Business Savings Account, Business Money Market Account, Certificate of Deposit Account ("CD") and Business Line of Credit and Loan Accounts which you have elected to be accessed over the Internet pursuant to the terms of this Agreement. Your Account and use of Cash Management Online is also governed by the Deposit Account Agreement provided to you when you opened your Account. Any terms that are not defined in this Agreement have the same meaning as they have in the Account Agreement.

(a) General

Cash Management Online access is available over the Internet. You can access Cash Management Online from the Cash Management Online login access on our website, BridgewaterSavings.com. No additional software is required for Internet access to Cash Management Online; however depending on the types of transactions you will be conducting with the service, you may be required to use a security token device to access and approve transactions. By using Cash Management Online you consent to the electronic transmission of financial information. Your consent will be deemed effective for as long as you use Business Banking Online. You are also agreeing that any communication from us to you, including any disclosures or other information required to be delivered in writing under applicable law, may be delivered to you in electronic form, and that such electronic communication shall be in lieu of written communication. This includes delivery of change in terms notices affecting your use of Cash Management Online.

(b) Access

Once you have executed this Agreement and any other documents required by Bank and you have been approved to use Cash Management Online, you will be assigned a company identification (“ID”), an Administrative User ID (“Admin”) and password. Depending on the types of transactions you are performing on the Cash Management Online service, you may be required to use a security token for additional authentication and approval. You will be required to change the password upon your first access to Cash Management Online, and thereafter you will control and manage your company users’ access and passwords. You will have the ability to set up additional users to access your accounts and will be responsible for assigning such users passwords, transaction authority levels and for maintaining the security of the systems your company users access the Cash Management Online service from. The Bank will act on instructions received under valid Passwords, will have no duty to further verify the identity of any user with valid passwords, and shall not have any liability for transactions occurring on your account originated with valid passwords.

You agree that the herein-described security procedure is commercially reasonable and is the security procedure that best meets Company’s wishes and its requirements given the size, type and frequency of the orders Company will issue to Bank. Company further agrees to safeguard any ID number, password, security token or other identifier assigned to it, from discovery by any unauthorized person.

The Bank has the right to monitor and review all banking activity conducted on the Cash Management Online service but undertakes no obligation to monitor transactions to determine that they are made on behalf of the account holder.

(c) Computer Requirements

In order to use Cash Management Online, you will need a computer, software and Internet browser that support 128-bit encryption. (In this Agreement, your computer and the related equipment are referred to collectively as your "Computer"). You are responsible for the installation, maintenance and operation of your Computer. We are not responsible for any errors or failures caused by any malfunction of your Computer, and we are not responsible for any computer virus or related problems that may be associated with the use of Cash Management Online or your Computer. In the future, we may change the computer systems which you need to use Cash Management Online, in which case you may need to change your Computer, software and Internet browser to continue to utilize Cash Management Online, and you agree to do so if you wish to continue such services.

(d) Use of Cash Management Online

You can use your Computer to access Cash Management Online 24 hours a day, 7 days a week, except during any special or scheduled maintenance periods or any time that the Cash Management Online system is not online for any reason. You can access Cash Management Online from the login screen on our Web site once your Account has been activated. No additional software is required for Internet access to Cash Management Online. You should never provide your User ID and Password to a third party. If you do so, you are authorizing that party to make transactions on your account. Therefore, you are responsible for any transaction, including transfers from your account, resulting from your furnishing your User ID number and Password to a third party. We will not be liable for and will not reimburse you for any losses that may occur as a result of such use of your User ID number and Password.

(e) Eligible Accounts

In order for you to use Cash Management Online, you must have at least one Account that is a Business Account associated with Cash Management Online. Eligible Accounts include any Business Checking, Business Savings, Business Money Market Account, Business Lines of Credit, and Loan accounts. Certificates of Deposit are available for viewing purposes only. Cash Management Online is limited to business accounts and selected commercial accounts only and does not include personal accounts. Any person requesting Cash Management Online services on behalf of you must be validly authorized by you to request such services for you or for other users as set forth in the Cash Management Online Resolution provided to us in accordance with this Agreement.

Savings and Money Market Accounts are limited to six (6) transfers by preauthorized, automatic, telephone transfer, or similar orders from your account each statement period, but only three (3) may be payments by check to third parties. Each funds transfer or payment that you initiate using your Cash Management Online service is counted as one of the six transfers you are permitted each month. However, payments to your loan accounts with us are not counted toward this limit. If you exceed these transfer limitations, your account may be subject to closure by us, or the funds in such account may be transferred to a transaction account.

(f) Services Provided

The following services are available on Cash Management Online. The services you are authorized to use are dependent on your Cash Management application and approval by the bank.

  • Transfer funds between checking, savings and money market account(s)
  • Make payments from your checking, savings or money market account with us
  • Make payments from checking to third parties (Bill Payment)
  • Get information about account balances, deposits, withdrawals, and payments to or from checking, savings, money market accounts, certificates of deposit, and loan accounts
  • View images of paid checks
  • Stop Payments on Checks
  • Send and Receive Secure Emails to and from the bank
  • Download Account Activity in Quicken/QuickBooks format
  • Make ACH Payment/Collections
  • Make ACH Tax Payments
  • Originate Outgoing Domestic Wire Transfers
  • Originate USD International Wire Transfers

(g) Wire Transfer Requests

You may authorize us to make one-time or repetitive domestic and international wire transfers from your Account. If you request a wire transfer on a day that is not a Bridgewater Savings Bank business day, it will be processed on the next business day on which we are open. When the wire transfer is completed and transmitted using a security token, a call back system will be used to verify the wire authorization and amount prior to the wire being sent. If the bank is unable to reach the customer for wire verification, the wire will not be sent. You agree to the bank’s current wire transfer fee as published in the Business Schedule of Fees. The fee will be charged at the time the wire is processed by the bank.

The bank shall not be liable for any errors committed by the customer. The bank may rely and act upon any information given to it by you. Customer hereby acknowledges notice by the bank that in the event that an incorrect identifying number is given by the customer to the bank with respect to any receiving bank, beneficiary’s bank, or the beneficiary, such entities will rely upon said number (and will not determine whether the bank or the beneficiary name in the payment order has been properly identified by said number) and, therefore, any error in any such identifying number by the customer may result in the wrong bank or beneficiary receiving the funds evidenced by said payment order.

The bank reserves the right to reject or delay acceptance of this Payment due to insufficient funds in the customer’s account, incomplete information or failure to perform wire verification callback. The bank shall be liable only for interest and not additional damages such as consequential damages, in the event of a failure or delay in the execution of this authorized wire transfer. In no event shall the bank be liable for the customer’s attorney’s fees.

Services Terms and Conditions:

Depending on the account involved, not all of the above features and services may be available on a given account. You may transfer collected funds to or from your accounts with us subject to the rules governing that specific type of Account. Transfer of funds to or from your Account(s) may not be effective until the following Business Day. Payments to loan accounts may not be effective until the following business day. Any services described may be changed or eliminated, wholly or partially, by us at any time.

(h) Fees

You agree to pay the fees and charges for your use of Cash Management Online as set forth in the current Business Service Fee Schedule. You agree that all such fees and charges will be deducted from any of your account(s). You agree to pay any additional reasonable charges for services you request, which are not covered by this Agreement. The Bank reserves the right to change the charges, fees or other terms described in this Agreement without notice. You are also responsible for telephone and Internet service fees you incur in connection with your use of Cash Management Online.

(i) Cutoff Hours

Transactions made through Cash Management Online shall be considered received by the Bank in accordance with applicable cutoff Hours and Business Days. Transfers between your accounts are real-time transactions and can be processed at any time the Cash Management Online system and Bank’s data processing system are operating. Cutoff Hour for transfers is 9:00 PM EST. The Bank’s data processing system generally is available at all times. Transfers attempted at any time the Bank’s data processing system is not operating will normally not be processed until the following business day. The Bank's Cutoff Hours for receipt of data transmitted through Cash Management Online is 5:00 PM EST for ACH file transmissions, 3:30PM for wire transfer transmissions and 9:00 PM EST for Stop Payment entries. The Cutoff Hours indicated are for processing of transactions on the Business Day the request is received by the Bank. If a request is received after the applicable Cutoff Hour, the transaction will be processed on the following Business Day.

(j) Stop Payment Requests

You may initiate an online stop payment request for items you have written on your accounts. A stop payment request applies only to the check, which conforms EXACTLY to the description on the form. The Bank will not be responsible for failing to stop payment if the information you provided is not correct or sufficient or the specific check cannot be identified in time to stop payment. If you make your stop payment request online, we may also require you to put your request in the form of a written notification and forward it to us within 14 days. We will not be liable for paying a check over a stop payment request if the request is incomplete or incorrect, or if a written notification is required but not provided. You agree to access the appropriate account history (such as prior account statements) and determine whether the check you want stopped has or has not already been paid. You will incur stop payment charges as disclosed in the current Business Service Fee Schedule for the applicable account. This request/notice will not be effective if the Bank has already cashed the check or is already committed to honor or pay the item under applicable laws, regulations, or rules governing checks.

Stop payment requests are valid for six (6) months whether written, oral, or electronic. After that time, the check may be paid and charged to your account unless you renew the stop payment request in writing at no additional charge. The request/notice is made subject to the terms of the Bank's deposit agreements, as in effect from time to time. You agree to indemnify, defend, and hold us harmless from all actions, claims, and damages related to, or arising from, our action in stopping payment on any check pursuant to your stop payment request.

(k) Limit of Our and Other Providers’ Responsibility

We agree to make reasonable efforts to ensure the full performance of Cash Management Online. We will be responsible for acting only on those instructions that are actually received and cannot assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or timeliness of messages you send. We are not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet service provider providing connection to the Internet or caused by any browser software.

WE ARE NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF YOUR USE OF BUSINESS BANKING ONLINE.

(l) Reporting Unauthorized Transactions and Errors or Loss of Token or Password

If you believe that an unauthorized transaction has been made from your Account, or if you believe there has been an error, telephone us immediately at 800.356.8622 or 508.884.3300; email us at internetbankservice@bridgewatersavings.com; or write to us at:
Bridgewater Savings Bank
Attn: Deposit Operations Department
14 Main Street
Bridgewater, MA 02324

Services provided pursuant to this Agreement are all business and not consumer in nature and the provisions of the Electronic Funds Transfer Act do not apply. The error resolution and liability provisions on the back of periodic statements you may receive from us do not apply to business or other non-personal accounts.

You must notify us immediately if you have lost any of your tokens and/or passwords. You must also notify us immediately if you discover any unauthorized transactions or errors and must send us a written notice of the problem within 10 days from the date of discovery or your receipt of the first statement or notice reflecting the problem, whichever occurs first. Under no circumstances will we be liable for any special or consequential damages involving such accounts. You assume sole responsibility for any unauthorized use of your Cash Management Online passwords and/or tokens and shall indemnify, defend and hold the Bank harmless from all claims, actions, proceedings, losses and damages related to or arising out of any unauthorized transactions.

We may accept on your behalf payments to your account which have been transmitted through one or more Automated Clearing Houses (ACH credits) or through wire transfer and which are not subject to the Electronic Funds Transfer Act. In those cases your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts (MGL. Chapter 106, Section 4A).

(m) Customer's Responsibility

You are responsible for all transfers you authorize using Cash Management Online. If you permit other users to perform Cash Management Online transactions, you are responsible for any transactions they authorize from your Cash Management Online Accounts. You should notify us immediately if you believe any of your Accounts have been accessed or any User IDs or Passwords have been used without permission. Contacting us right away will help you reduce possible losses.

If you believe your User ID and/or Password has been lost or stolen or that someone has transferred or may transfer money from your Account without your permission using Cash Management Online call, write or email us using the information set forth in Section (k).

As an entity conducting business in Massachusetts, you are responsible for complying with all requirements of the Massachusetts Data Security Law, 201 CMR 17.00. You agree to have appropriate safeguards in place to protect consumer information that you may collect, process, transmit, or store. In addition, you agree that the bank may conduct site visits to ensure compliance at its discretion.

YOU ARE FULLY RESPONSIBLE FOR ANY TRANSACTIONS MADE BY USE OF YOUR USER ID(S) OR YOUR PASSWORD TO ACCESS YOUR BUSINESS ACCOUNT(S). YOU AGREE TO IMMEDIATELY REIMBURSE US FOR ANY LOSS, CLAIM OR DAMAGE WHICH WE SUSTAIN AS A RESULT OF THE USE OF ANY USER ID OR PASSWORD ISSUED AT YOUR REQUEST TO ACCESS YOUR BUSINESS ACCOUNT(S). WE SHALL HAVE NO LIABILITY FOR ANY LOSS, CLAIM OR DAMAGE WHICH YOU SUSTAIN AS A RESULT OF THE USE OF ANY USER ID(S) OR PASSWORD(S) ISSUED PURSUANT TO THIS AGREEMENT TO ACCESS YOUR BUSINESS ACCOUNT(S).

(n) Governing Law

This Agreement is governed by the Federal laws of the United States and the laws of the Commonwealth of Massachusetts. Any issues relating to an account or service with us that you access through Business Banking Online shall be governed by the laws specified in the agreement for that account or service if there is a separate agreement for that account or service.

(o) Business Days/Calendar Days

Our "Business Days" are every day, except Saturdays, Sundays and holidays. You can use your Computer to access Cash Management Online 24 hours a day, 7 days a week except during any special or scheduled maintenance periods or any time that the Cash Management Online system is not online for whatever reason.

(p) Right to Get Documentation of Electronic Banking Transaction

You will get a monthly statement covering electronic activity in your Account. You agree to review your monthly statement promptly after you receive it. If your monthly statement shows transactions that you did not authorize, you must tell us at once. If you do not review your statement and notify us of any unauthorized transactions within 30 days after the statement is made available to you, you may be liable for any further unauthorized transactions that we could have prevented had you promptly reviewed your statement and notified us of any unauthorized transactions indicated in such statement. You also agree to tell us promptly about any changes in your address so that we may send your monthly statements to your correct address.

(q) Amendments

We may amend or change the Agreement at any time. Changes to this Agreement will be effective immediately after we make them, except for those changes, if any, that we are required by applicable law to tell you about in advance. Those changes will be effective immediately after we have given you prior written notice as required under applicable law. Unless otherwise required by law, we will notify you of any changes or amendment electronically by posting such notice as a message on Cash Management Online.

(r) Arbitration

Any controversy, dispute, or claim, whether of fact or law, arising out of or related to this Agreement or the services provided hereunder, which is not settled by the parties hereto by mutual agreement, shall be settled by arbitration before a single arbitrator in accordance with the Rules of the American Arbitration Association. Such arbitrator shall have the power to hear motions, control discovery, conduct hearings, and otherwise do all that is necessary to resolve the matter. It is expressly understood that the parties have chosen arbitration to avoid the expense, burden, delay and publicity of a court proceeding, and that the arbitrator will handle all aspects of the matter, including discovery and any hearings, in a way such as to minimize the expense, burden, delay and publicity of the process, while assuring a fair result. In particular, the parties expect the arbitrator will limit discovery by controlling the amount of discovery that may be taken (e.g., the number of interrogatories) and by restricting the scope of the discovery to only those matters clearly relevant to the dispute. The arbitrator shall be able to decree any and all relief of any equitable nature, including but not limited to, a temporary restraining order, a temporary and/or permanent injunction, and shall also be able to award damages (but shall not have the power to award punitive damages), with or without costs. Any judgment or award rendered by the arbitrator shall be final and binding upon the parties (except for gross error or fraud) and may be entered in any court having jurisdiction thereof.

(s) Online Statements

Computer Requirements

In order to use the Online Service and access your online statements, you will need a computer, software and a commercially available Internet browser that supports 128-bit encryption. To retain a printed copy of this Agreement and Disclosure, you will also need a printer attached to your computer that is capable of printing from your Internet web browser. You will also need Adobe® Reader® software version 5.0 or higher in order to read your Online Statements. You may download Adobe Reader for free at www.adobe.com. To retain a printed copy of your Online Statements, you will also need a printer attached to your computer that is capable of printing from your Internet web browser.

(In this Agreement, your computer and the related equipment are referred to collectively as your "Computer"). You are responsible for the installation, maintenance and operation of your Computer. We are not responsible for any errors or failures caused by any malfunction of your Computer, and we are not responsible for any computer virus or related problems that may be associated with the use of the Online Service or your Computer. In the future, we may change the computer systems which you need to use Bridgewater@Home, in which case you may need to change your Computer, software and Internet browser to continue to utilize the Online Service, and you agree to do so if you wish to continue such services. We will notify you of any change to software or hardware requirements needed to access Online Banking or your Online Statement.

Electronic Statement Delivery (“Online Statements”)

1. The Scope of Your Consent

If you consent to Online Statements, you also consent to delivery of the following categories of communications from us in electronic form:

  • Periodic and annual statements you are provided in connection with the accounts for which we offer, and you select, electronic delivery, whether now or in the future;
  • Images of checks paid against your account(s) during the statement period, if applicable;
  • Notices and other communications we may send to you, including but not limited to notices regarding changes to the terms of your account, including applicable fees. Your continued use of the Services following such communication will constitute your acceptance of the revised terms. (Certain changes in terms notices that would normally be provided as an insert with your paper statement may continue to be provided in paper form via U.S. mail or may be provided by e-mail.)

If your account has more than one authorized signer, one authorized signer’s election to receive Online Statements shall apply to the account.

You understand that once we process your Online Statement request, we will discontinue mailing printed account statements to your mailing address of record unless you tell us otherwise (as described below).

If you close your account, you will no longer have access to online statements for that account. We will print and mail a paper copy of your final statement to you.

If you have a Passbook Savings Account, you will not have access to online statements even if you select your passbook savings account for online statements. If you have an electronic fund transfer transaction in a particular month, we will send you a paper statement that month.

If you have combined statements, you will continue to have combined statements once you enroll in online statements.

Once you have activated online statement delivery, you will have access to all available prior online statements.

2. How We Will Provide Online Statements

You must provide a valid e-mail address for our notification purposes. Each statement period we will send you an e-mail notice advising you of the availability of your Online Statement. Once you receive our e-mail notice you may then access your current Online Statement at the Bridgewater Savings Bank on-line banking system website.

If an e-mail we send to your e-mail address of record is returned as undeliverable we will attempt to contact you by telephone or U.S. mail, but we are not obligated to do so.

3. Your Right to Withdraw Consent to Online Statements

You may withdraw your consent to have your statements provided in electronic form at any time through the Online Banking system. Once we receive your request, all subsequent statements will be delivered in paper format with check images. This means that images of the fronts of all checks paid during the statement cycle will be provided in place of the original cancelled checks.

You will not be charged a fee to withdraw your consent. However, if you withdraw your consent, any fees we may have been waiving on your account based on your agreement to receive electronic statement delivery will be charged subsequently. If your account is one that requires electronic delivery of statements, withdrawal of your consent to Online Statements may also result in the conversion of your account to another account type, if and as disclosed in your particular account disclosure provided to you at account opening.

4. Requesting a Paper Copy of a Statement

You may request a paper copy of any Online Statement, check image, disclosure or notice received electronically under this agreement by writing to us at Attn: Deposit Operations, Bridgewater Savings Bank, 14 Main Street, Bridgewater, MA 02324, telephoning us at 800.356.8622, or emailing us at internetbankservice@bridgewatersavings.com within seven years after we provided the statement, image, disclosure or notice to you electronically. You may be charged a fee for a duplicate copy, as described in our then current Fee Schedule. However, you will not be charged a fee if you request a copy of the back of a check paid on your account.

5. Your Duty to Review Your Online Statements

Your Online Statement will be dated up to five days prior to the day of the e-mail notifying you of the availability of your Online Statement. You must promptly access and review your Online Statement and notify us within the applicable time period specified in the Deposit Account Agreement of any error, unauthorized transaction, or other discrepancy. The applicable time period within which you must notify us begins on the day we send you the e-mail notification, regardless of when you receive or open your Online Statement. Loan customers understand that it is the responsibility of the customer to view the online statements for the loan and to make loan payments on time. Failure to make loan payments in accordance with the loan note will result in late charges as stipulated in the loan note.

6. Online Statement Access

Access to Online Statements may be unavailable at times due to scheduled maintenance, unscheduled maintenance, or system outage. In addition, both environmental and physical events may occur that may cause the Services to become unavailable. We will make every reasonable effort to ensure the availability of access to your Online Statements through the Services. However, we are not liable for the unavailability of the Services or any damage that may result from your inability to access your Online Statement.

7. Updating Your Contact Information

It is your responsibility to provide us with an accurate and complete e-mail address, postal address, and telephone number. You must promptly notify us of any change in your contact information. You may change your contact information with us through the Services or by contacting us directly as described above.

8. Our Right to Terminate Online Statement Delivery

We reserve the right, in our sole discretion, to discontinue providing statements to you electronically and revert to paper statements at any time. We will provide you with notice of any such termination as required by law.

9. Verification of Ability and Consent to Receive Statements and Other Communications Electronically

Before we can provide you with periodic statements and other disclosures and notices in electronic format, you must demonstrate to us that you can access your statement or other communications in the same manner that it will be provided. Your consent to electronic delivery by your electronic “click” within Online Banking or on the Online Banking enrollment page demonstrates to us that you have the minimum hardware and software specifications described above and that you wish to receive electronic delivery of your account statements, disclosures and other communications from us.

800.356.8622
BridgewaterSavings.com

Member FDIC. Member DIF.

Rev 05/15