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.
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, www.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.
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) Security Procedures
Bridgewater Savings Bank shall from time to time establish one or more security procedures to be used by Bridgewater Savings Bank and Customer in connection with certain Services. Customer agrees to be bound by any payment order, transaction or Service change order that is acted upon by Bridgewater Savings Bank in accordance with such security procedures. Customer understands that the security procedures are not for the purpose of detecting errors in the transmission or content of information controlled by Customer. If Customer selects certain security procedures to use in connection with a Service and those security procedures provide less protection against unauthorized transactions or activity than other security procedures offered by Bridgewater Savings Bank in connection with such Service: (i) the security procedures selected by Customer shall be deemed commercially reasonable to the same extent as the security procedures offered by Bridgewater Savings Bank that provide greater protection; and (ii) Customer shall indemnify and hold Bridgewater Savings Bank harmless from and against all Losses and Liabilities relating directly or indirectly to Customer’s use of such security procedures. Bridgewater Savings Bank reserves the right to issue new security procedures and/or to cancel or change any security procedures from time to time.
- Access. Customer shall be solely responsible for designating individuals authorized to access Services and shall be liable for all transactions initiated through the Services, including overdrafts. Access to the Services will be controlled through the use of names, identification numbers and/or passwords for Authorized Users (“Credentials”). All information disseminated and transactions initiated with the appropriate Credentials shall be presumed to have been disseminated and/or initiated by Authorized Users. Customer is solely responsible for maintaining its own security and agrees to use the utmost care in selecting any individual given access to use one or more of Services or access to any information concerning one or more of Services. Customer is solely responsible for removing previously Authorized Users that it desires not to have access to Services. Customer shall be solely responsible for any future dated transactions initiated by an Authorized User, even when Customer removes access of that User before the occurrence of a stored future dated transaction. Customer is responsible for maintaining the security and confidentiality of all Credentials and other security devices issued to or by Customer (collectively, “Customer’s Internal Security Devices”). Customer shall not permit unauthorized individuals to use Customer's Internal Security Devices to access any Services. Customer is responsible for the actions of any individuals using Customer's Internal Security Devices to access any Service. Customer shall immediately notify Bridgewater Savings Bank by telephone and confirm such verbal notification in writing to Bridgewater Savings Bank in 24 hours if the security of Customer’s Internal Security Devices has been compromised. Customer shall indemnify and hold Bridgewater Savings Bank harmless against all losses, liabilities, damages, claims, demands, obligations, actions, suits, judgments, penalties, costs or expenses, including, but not limited to, attorneys' fees, (collectively, "Losses and Liabilities") relating, directly or indirectly, to Customer’s failure to maintain the security and confidentiality of Customer's Internal Security Devices, Credentials or the unlawful use of any Services by Customer or any person who obtains access to Services using Customer’s Internal Security Devices.
- Confidentiality. Customer and Bridgewater Savings Bank represent, warrant and mutually agree that all confidential information concerning the other party or parties that comes into its possession in connection with any Cash Management Services including security procedures or any security codes, keys, online Credentials, identification numbers, digital certificates/signatures or template numbers (“Codes”), will be maintained in strictest confidence and shall not be used or divulged to any third party except in the proper performance of the Cash Management Agreement or as required by applicable law or regulation. Customer is solely responsible for establishing and maintaining procedures to assure the confidentiality of its own security procedures, security devices and Codes and assumes all risk of accidental disclosure or inadvertent use of any security device by any party whatsoever, whether such disclosure or use is due to Customer’s negligent or deliberate acts or otherwise. If Customer or its agents have reason to believe that any security procedures or Codes have or may become known by unauthorized persons (whether or not employed by Customer), Customer shall immediately notify Bridgewater Savings Bank by telephone and confirm such verbal notification in writing to Bridgewater Savings Bank within 24 hours. Bridgewater Savings Bank will replace the security procedures and Codes in accordance with Bridgewater Savings Bank’s security procedures. Customer shall be solely responsible for wire transfer instructions and other communications initiated before Bridgewater Savings Bank received Customer’s notice and had a reasonable time to act on such notice. Bridgewater Savings Bank reserves the right to change any or all of the security procedures or Codes by giving verbal or written notice to Customer.
- Call-back Procedures. For some services, Bridgewater Savings Bank requires the customer’s verbal authorization of transactions generated through the cash management service.
- System Requirements. Customer shall at all times use an Internet web browser that supports the level of encryption used by Bridgewater Savings Bank as part of its security procedures. Bridgewater Savings Bank reserves the right to supplement or change its security procedures from time to time upon reasonable notice to Customer, which Customer acknowledges may be less than a day's notice. Bridgewater Savings Bank reserves the right to reject any transaction or Service request that is not made in accordance with its security procedures.
- Risks of Using the Internet. Customer understands and agrees that, while Bridgewater Savings Bank and Bridgewater Savings Bank’s Service providers have established certain security procedures, such as firewalls and data encryption designed to prevent unauthorized access to Customer’s accounts or transactions, there can be no assurance that inquiries or transaction activity will be completely secure. Customer acknowledges and agrees to maintain adequate security measures for its systems so as to prevent unauthorized access. Customer also understands and agrees that access to the Service will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium. Customer agrees that Bridgewater Savings Bank is not responsible for any such unauthorized access, delays or malfunctions, or the acts of third parties.
- Customer Administrator. Customer shall designate one or more Customer Administrators. Bridgewater Savings Bank is authorized to direct all passwords, codes, program updates and System changes to the Customer Administrator. Bridgewater Savings Bank is authorized to receive instructions from the Customer Administrator regarding requested changes to Services. The Customer Administrator shall be responsible for setting up online Services and for establishing internal security procedures related to such online Services, including accepting delivery of software, system-wide configuration of Bridgewater Savings Bank accounts, establishing authority levels, establishing authorization requirements, and distributing online Credentials, Bridgewater Savings Bank administered security devices, and other internal security devices related to the online Services. Customer's designation of the Customer Administrator may be amended or revoked from time to time upon written notice to Bridgewater Savings Bank. Bridgewater Savings Bank shall have a reasonable time to act on any such notice.
Bridgewater Savings Bank’s Cash Management solution has multiple layers of available security controls to assist in reducing fraud related to payments leaving Bridgewater Savings Bank. This document will explain security controls we have in place and provide recommendations for additional controls to help protect your company from fraudulent activity and any related financial loss.
The following security controls are required for cash management customer depending on the services you will be using:
Advanced Login Authentication
Advanced Login Authentication is a standard and required part of every login to Cash Management. It includes the requirement for unique credentials (a Company ID, a User ID, and a Password) and also uses complex device identification processes at each login. If the device cannot be identified, then the individual logging in is required to perform additional authentication, called step-up authentication.
When a user is stepped up, they are required to confirm a one-time, single-use security code using either a voice-recorded call or a text message. This is called out-of-band authentication. Once the code is successfully confirmed, the user may enter their password and complete the login.
Additional Transaction Approval
When you use transactions that are considered higher risk such as ACH or Wire Origination services, we require approval of outgoing transactions with a security token and PIN. When you are set-up with these services, the bank will provide you with a security token. You will select the PIN that will be used in conjunction with the token code displayed on the security token at the time of your approval.
Out-of-Band Transaction Approval
Out-of-Band Transaction Approval is the standard for added authentication when approving outgoing monetary transactions, such as ACH or wires. After your approval of an ACH or Wire origination transaction in cash management, the Operations Department will perform a callback to confirm the transaction. Confirmation will require verification of the transaction details along with a request for the user’s pre-selected PIN security code. Once the PIN code is successfully confirmed, the transaction is approved and sent by the bank.
Recommended Security – Dual Control
The following security controls are recommended for cash management customers using ACH and wire capabilities. As noted in Bridgewater Savings Bank’s Terms & Conditions, if you elect to use security procedures other than those we recommend, and those security procedures provide less protection against unauthorized transactions or activity than the security procedures offered by Bridgewater Savings:
The security procedures you choose to use will be considered “commercially reasonable” to the same extent as the security procedures offered by Bridgewater Savings that provide greater protection; and
You shall indemnify and hold Bridgewater Savings harmless from and against all losses and liabilities relating directly or indirectly to your use of such security procedures.
Dual Control Administration
How it can help mitigate fraud: Dual control prevents any one user from having complete system access with no additional oversight. Without it, for example, if a user’s credentials are compromised, an unauthorized user could alter wire, ACH or transfer instructions with no other company users being aware of these changes. Enabling Dual Control for transaction maintenance means that you will have at least two sets of eyes on every change, addition or deletion made to online monetary transactions. In addition, it protects you from honest mistakes by an end user as well such as typos and transpositions.
Dual control can be implemented in a number of ways depending on what works best for your company. Most dual control options utilize a combination of the User Roles available in Cash Management to enforce a separation of duties and require at least two individuals to be involved in any outgoing transaction. The User Roles are defined below:
User/Entry Role: Allows user to setup templates and enter transactions – This entitles the user to add, delete or change template based or one-time transaction entries without being able to approve and transmit them. The user has access to only the services and accounts they have been entitled to use by the administrator.
Approval/Transmit Role: Allows user to approve transactions – This entitles the user to transmit/approval capabilities for only those accounts and services to which the user has been entitled to use.
Administrator Role: Grants user privileges and entitlements – The cash management administrator role allows the user to add, modify, copy and delete users, modify their roles, services and account access, rename accounts, and modify the number of approvers required for requests.
How to set it up: Your installation manager will go over how dual control can be set-up for your company during the orientation overview. You can also contact the Cash Management support group at any time and they will assist you with the appropriate set-up of your users and approval limits.
If you have any questions or would like assistance in setting up recommended security, contact us at 800-356-8622 or internetbankservice at bridgewatersavings dot com. You can also refer to the support information that was provided during your Cash Management Installation.
Bridgewater Savings Bank reserves the right to issue new security procedures and/or to cancel or change any security procedures from time to time.
(e) Online Services – Restricted Transactions
Restricted transactions are prohibited from being processed through any account or relationship or Service hereunder. The Federal Reserve Board’s Regulation GG defines “restricted transaction” as meaning any of the following transactions or transmittals involving any credit, funds, instrument, or proceeds that the law prohibits any person engaged in the business of betting or wagering (which does not include the activities of a financial transaction provider, or any interactive computer Service or telecommunications Service) from knowingly accepting, in connection with the participation of another person in unlawful Internet gambling:
- Credit, or the proceeds of credit, extended to or on behalf of such other person (including credit extended through the use of a credit card);
- An electronic fund transfer, or funds transmitted by or through a money transmitting business, or the proceeds of an electronic fund transfer or money transmitting Service, from or on behalf of such other person; or
- Any Check or Item that is drawn by or on behalf of such other person and is drawn on or payable at or through any financial institution.
(f) Equipment & Software
Customer is responsible for obtaining (from Bridgewater Savings Bank, in some instances), installing and maintaining the computers, communications equipment , software, web browsers, Internet access, merchant terminals, and communications Services necessary to access and use Services in accordance with the Cash Management Agreement, all at Customer’s sole expense. Bridgewater Savings Bank is not responsible for any errors or failures from any malfunction of your computer or software. Bridgewater Savings Bank makes no warranty to Customer regarding your computer or software, including any warranty of merchantability or fitness for a particular purpose.
Customer agrees to install upgrades and other system enhancements within a reasonable time of being requested to do so by Bridgewater Savings Bank.
With respect to any software provided to Customer by Bridgewater Savings Bank or by Bridgewater Savings Bank’s licensors (“Bridgewater Savings Bank Software”), Customer shall comply with all applicable software license agreements, whether or not Customer has executed such agreements. Such license agreements shall be embedded in the software, separately documented, and/or as provided herein, and Customer shall be bound by all of the foregoing.
Customer has no rights or ownership in any Bridgewater Savings Bank Software provided by or through Bridgewater Savings Bank and shall not transfer, copy, alter, modify, reverse engineer, reproduce, or convey in any manner, in whole or in part, any such Bridgewater Savings Bank Software. Customer shall return all Bridgewater Savings Bank Software and user manuals and other documentation associated with any Bridgewater Savings Bank Software upon request. Bridgewater Savings Bank makes no representations or warranties regarding any equipment or software provided by Bridgewater Savings Bank or by Bridgewater Savings Bank’s licensors. Bridgewater Savings Bank is not responsible for any computer viruses that Customer may encounter. Bridgewater Savings Bank is not responsible for any computer virus related problems that may be associated with the use of the Online Banking Service or any other Service.
BRIDGEWATER SAVINGS BANK AND BRIDGEWATER SAVINGS BANK’S LICENSORS SHALL HAVE NO LIABILITY OF ANY NATURE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY DAMAGES, LOSSES, LIABILITIES OR CLAIMS, WHETHER IN CONTRACT, TORT, INFRINGEMENT, OR OTHERWISE, WHICH CUSTOMER OR ANY THIRD PARTY MAY INCUR IN CONNECTION WITH CUSTOMER'S USE OF ANY SOFTWARE, OR COMPUTERS OR OTHER EQUIPMENT, WHETHER OR NOT SUPPLIED BY BRIDGEWATER SAVINGS BANK OR BRIDGEWATER SAVINGS BANK’S LICENSORS, INCLUDING, WITHOUT LIMITATION, ANY ARISING FROM ERRORS IN THE SOFTWARE OR COMPUTERS OR OTHER EQUIPMENT.
Subject to agreements Bridgewater Savings Bank may have with its licensors, whenever Bridgewater Savings Bank provides Customer with any Bridgewater Savings Bank Software, Bridgewater Savings Bank grants Customer a non-exclusive, non-transferable license, non-sub-licensable license to: use the Bridgewater Savings Bank Software in object code form only in connection with the applicable Services, solely for Customer’s business operations, in accordance with the Cash Management Agreement and solely on equipment that complies with any equipment related specifications provided by Bridgewater Savings Bank; copy and use the related documentation solely to support Customer’s authorized use of the Bridgewater Savings Bank Software; and copy any Bridgewater Savings Bank Software actually delivered to Customer solely for archival or backup purposes.
Customer shall not export, re-export or otherwise transfer, directly or indirectly, any Bridgewater Savings Bank Software and/or equipment, or any portion thereof, to any location inside or outside the United States without first notifying Bridgewater Savings Bank and receiving written Bridgewater Savings Bank authorization, as well as complying with all applicable laws and regulations (including those regarding import, export, marketing, distribution or use of software or equipment).
Customer will, at its expense, promptly execute and deliver such further documents and take any and all other actions reasonably requested by Bridgewater Savings Bank from time to time, for the purpose of fully effectuating the intent and purposes of the license granted, and to protect the interests of Bridgewater Savings Bank, its licensors, and their respective successors and assignees.
Customer acknowledges that violation of its commitments regarding any Bridgewater Savings Bank Software may cause irreparable injury to Bridgewater Savings Bank and/or its licensors, and agrees that Bridgewater Savings Bank shall be entitled to obtain temporary, preliminary, and permanent injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation.
Customer acknowledges and agrees that its license to Bridgewater Savings Bank Software and its documentation will terminate upon the earlier to occur of: (i) termination of the applicable Service, or (ii) termination of Bridgewater Savings Bank’s license to such software and documentation.
Customer shall not remove or alter any copyright, trademark, or other intellectual property or proprietary right notices, legends, symbols or labels appearing on or in the Bridgewater Savings Bank Software, its documentation or any packaging thereof, and shall include on any copy of the software or its documentation any copyright, trademark, or other intellectual property or proprietary right notices contained on the original.
Customer will: (a) cooperate with Bridgewater Savings Bank and its licensors to protect the Bridgewater Savings Bank Software, including in connection with any lawsuits or disputes involving the Bridgewater Savings Bank Software; (b) promptly notify Bridgewater Savings Bank and provide Bridgewater Savings Bank with relevant background and other facts upon becoming aware of any actual or potential claim made by a third party regarding infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, of the Bridgewater Savings Bank Software; and (c) in the event of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof of the Bridgewater Savings Bank Software by others: (i) grant to Bridgewater Savings Bank and its licensors the sole right to determine the course of action regarding such infringement and to bring or defend any proceeding with respect thereto, and to settle, and collect any settlement amount or judgment for any such proceeding, and (ii) agree that Bridgewater Savings Bank and its licensors shall be solely entitled to any proceeds of any such proceeding, including any settlement proceeds, insurance proceeds, arbitration award, judgment, or other consideration in any form.
Customer hereby assigns to Bridgewater Savings Bank and/or its licensors, as directed by Bridgewater Savings Bank, any rights, including any patent, copyright, trademarks, Service marks and trade secrets, which Customer may now have or which it may acquire at any time in the future in or to the Bridgewater Savings Bank Software or the intellectual property rights to such software, and any other computer code using any of such software.
Customer will not at any time, either directly or indirectly, put to issue the scope, validity or ownership of Bridgewater Savings Bank’s or its licensors’ intellectual property rights in the Bridgewater Savings Bank Software and its documentation; do any act which could reasonably be expected to impair the scope, validity or ownership of such intellectual property rights; or assert any ownership rights to the Bridgewater Savings Bank Software or its documentation. Customer acknowledges and agrees that these Terms and Conditions do not grant or convey to Customer: an interest in or to the Bridgewater Savings Bank Software or its documentation, but only a limited right of use, revocable in accordance with the terms hereof; or any right, title, interest or license in or to any copyright, patent, trade name, trademark or Service mark of Bridgewater Savings Bank or its licensors.
Customer will establish reasonable precautions and use commercially reasonable efforts, no less rigorous than those Customer uses to protect its own confidential information, to protect and maintain the confidentiality and security of the Bridgewater Savings Bank Software and its documentation. Without limiting the generality of the foregoing, Customer will use reasonable measures to protect the Bridgewater Savings Bank Software and its documentation from unauthorized copying, dissemination, disclosure or other unauthorized use.
Customer will not, and will not permit any third party to, copy or use the Bridgewater Savings Bank Software or its documentation except as expressly authorized by these Terms & Conditions, sublicense, rent, distribute, transfer, publish, disclose, display or otherwise make available the Bridgewater Savings Bank Software to others; use the Bridgewater Savings Bank Software or its documentation for third-party training, commercial time-sharing or Service bureau use; or alter, change, modify or otherwise create derivative works of the Bridgewater Savings Bank Software or its documentation.
Customer will maintain a complete and accurate list of all locations where Customer has loaded and maintains the Bridgewater Savings Bank Software and its documentation, and make such lists available to Bridgewater Savings Bank upon Bridgewater Savings Bank’s request.
Customer acknowledges and agrees that all right, title and interest in and to the Bridgewater Savings Bank Software and its documentation, together with any modifications, enhancements and derivative works, and all intellectual property rights such as copyrights, patents, trademarks and trade secrets, pertaining to the Bridgewater Savings Bank Software and its documentation, are and shall remain owned exclusively throughout the universe by Bridgewater Savings Bank and its licensors, represent or contain valuable rights of Bridgewater Savings Bank and its licensors, and are protected under United States patent, copyright, trademark and trade secret laws of general applicability. These Terms and Conditions do not create in Customer any rights to, and do not constitute an assignment of any rights of Bridgewater Savings Bank or its licensors in and to, any copyrights, trademarks, trade secrets, patents, or other intellectual property rights of Bridgewater Savings Bank or such licensors. Other than the license provided in these Terms & Conditions, no other license or interest in the Bridgewater Savings Bank Software or its documentation, express or implied, is granted under these Terms & Conditions.
Customer will install the Bridgewater Savings Bank Software in accordance with the related documentation provided by Bridgewater Savings Bank, and will install and implement any changes and upgrades to the Bridgewater Savings Bank Software as Bridgewater Savings Bank may require, within 90 days of receipt of such change or upgrade, or within such shorter time frame as Bridgewater Savings Bank may reasonably require if such change or upgrade is necessary to comply with statutory or regulatory changes or developments, or to protect the integrity and security of Services.
(h) Spyware, Firewall, & Antivirus Protection
Customer shall secure all of its computers that are to be used in connection with Services hereunder, or which are connected on any network with any such computers. Such protection must include, without limitation, utilizing a computer firewall and running anti-virus and anti-spyware software. Customer may use any commercially available, industry recognized firewall, and any commercially available, industry recognized antivirus and anti-spyware software that detect and disinfect viruses and neutralize spyware automatically, without the need for Customer to prompt the scanning of files. Customer shall update its antivirus and anti-spyware software on a regular basis and in no event less often than once every month.
(i) Service Unavailability
Access to Services may be unavailable without notice at certain times for reasons including the following:
- Scheduled Maintenance: there may be periods when Services and/or related systems are undergoing maintenance or upgrades. These typically occur after business hours.
- Unscheduled Maintenance: Services and/or related systems may be unavailable when unforeseen maintenance is necessary.
- System events, such as earthquakes, fires, floods, technical failures, telecommunications and Internet Service provider disruptions, or electrical outages, may interrupt Service availability.
Although Bridgewater Savings Bank will undertake reasonable efforts to promote the availability of Service, Bridgewater Savings Bank will not be liable in any way for any unavailability or for any damage that may result from such unavailability.
(j) Solicitation of Online Credentials
Bridgewater Savings Bank is not now conducting, nor do we ever conduct, any email or Internet-based requests for Customers to supply their online Credentials for any accounts. Customer shall never reveal Credentials online to any individual, including to Bridgewater Savings Bank employees.
(k) 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.
(l) 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.
(m) 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
(n) 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.
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.
(p) 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.
(q) 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.
(r) 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.
(s) 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, 508.884.3300, or 800.593.4345; email us at internetbankservice at bridgewatersavings dot com; or write to us at:
Bridgewater Savings Bank
Attn: Deposit Operations Department
756 Orchard Street
Raynham, MA 02767
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).
(t) 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).
(u) 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.
(v) 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.
(w) 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.
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.
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.
(z) Online Statements
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 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, 756 Orchard Street, Raynham, MA 02767, telephoning us at (800) 356-8622, or emailing us at estatementservice at bridgewatersavings dot 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.
Member FDIC. Member DIF.