Online Banking Agreement
Important Information to Read Before You Sign Up for Online Banking!
*Please click on the "I Agree" button at the bottom of this agreement to continue.
This booklet covers the terms and conditions of the cash management services (the “Services”) that Denmark State Bank is providing to you. Some of the capitalized terms used in this booklet are defined in the Glossary that is found later in this booklet. The words “we,” “our,” “us” and the “Bank” refer to Denmark State Bank. When we use the term “you,” we are referring to each of the entities which you have identified to us when you subscribed for the Services.
These terms and conditions are intended to supplement and not to replace other agreements between you and us relating to your Accounts, including, without limitation, our Deposit Account Rules and Funds Availability Policies.
The Services are summarized below and are more fully described in the product descriptions you have previously received or have received with this booklet. When we refer to “this booklet” we are also referring to the product descriptions we have provided to you, as we may modify the same from time to time.
If you have any questions about the cash management services which we offer, or about this booklet, please contact your account representative.
By signing and returning the Subscription form you received with this booklet, you agree to the terms and conditions contained in this booklet. If you want to use a particular Service and we approve your request to use the Service, you and we will jointly complete the forms we prescribe to initiate the Service. When we have done so and we have received any other necessary forms and any testing is completed, you may begin using the Service. The terms and conditions in this booklet will govern your use of the Service.
We may change the terms, conditions and/or procedures that govern the Services or add new terms, conditions and/or procedures by giving you written notice thereof. Your use of the Services after you receive the change notice will constitute your acceptance of and agreement to the changes.
We may discontinue providing you with any or all of the Services at any time and for any reason. We will notify you if we elect to discontinue your access to a Service. Similarly, you are not obligated to use the Services, and may cancel any or all of the Services at any time and for any reason by notifying us of your decision.
We will charge such monthly, transaction and other fees for the right to use the various Services as may apply from time to time. Our fees and charges may be changed by us at any time and from time to time. We will inform you of the fees and charges that apply to the Services you use upon request.
CASH MANAGEMENT SERVICES GENERALLY
We offer certain cash management services, generally involving either the transfer or disbursement of funds from your Account(s) or reporting of activity in your Account(s). Disbursement services would include automated clearinghouse services and wire transfer services. Reporting Services would include account reconciliation and positive pay.
We may provide you with access to the Services in a variety of ways, including over the Internet, by telephone or fax or through the mail. Generally, access will only be available through the use of Codes. In those cases, you will be responsible for managing access to the Codes and their use.
Your subscription to one or more Services is only for your use in your business. You may not use the Services for personal, family or household purposes. You may not give anyone else access to the Services or resell the Services.
You are responsible for selecting the method by which you access the Services. We will not provide Internet access, or any recommendation for Internet access or related services. You are responsible for any defect, malfunction or interruption in service or security due to your Internet communications software or any service provider you choose to use.
GENERAL TERMS AND CONDITIONS
APPOINTMENT AS AGENTS
By subscribing to Services, you authorize us to take any and all actions necessary to provide the Services, including making transfers to and from Accounts. You further authorize us, and appoint us and our officers and employees as your agents, to give such instructions to others, accept instructions from others, and to effect all transactions as necessary to provide the Services.
BALANCING AND CONTROLS
On a daily basis, you must review all input and output, controls, reports, and documentation, to ensure the accuracy of data we process. On a daily basis you must also check your transfer list to verify that all file maintenance entries and all transactions were correctly entered. You are responsible for initiating timely remedial action to correct any improperly processed data which these reviews would disclose.
You are required to provide us with such financial and other information as we may request from time to time.
We are not responsible if our performance of any Service is delayed or prevented by causes not within our reasonable control, such as, for example, equipment failure; interruptions in or unavailability of communications resources; acts or omissions of third parties; labor disputes; fires; floods; acts of government authorities; or, without limiting the foregoing, any other cause we are unable to prevent through the use of reasonable means, whether of the class of causes listed here or not.
GOVERNING LAW AND RULES
The laws of the state of Wisconsin govern our agreements and the Services. The Services are also subject to applicable federal rules established by Federal Agencies. Automated clearinghouse services are also subject to the ACH Rules. If you subscribe for wire transfer service, that Service is also subject to Reg J if all or any part of the funds transfer is made through Fedwire.
NO COMMITMENT TO LEND
You understand and agree that we are under no obligation to extend credit, provisional or otherwise, to you as a result of your subscribing for any of the Services. Any past extension of credit to you, or any series or pattern of such extensions, does not obligate us to make additional credit available to you on any particular occasion.
Once your funds have been transferred, time is of the essence if they must be recovered. Therefore, you agree to review all notices received from us as quickly as possible and as an activity having an urgent priority, to determine if any payment order or transfer of funds was unauthorized or executed erroneously, such as (by way of example and not limitation) an unauthorized payment order, a payment to a beneficiary not intended by you, a payment in an amount greater than the amount intended by you, or a payment order duplicative of a payment order previously sent by you. You agree to notify us of any such occurrence, along with all relevant facts, immediately when you discover that the payment order was accepted by us or that an Account was debited with respect thereto, or if you believe or suspect that any of your security codes, information or instructions are known to or have been accessed by an unauthorized person(s). YOU MUST CALL US IMMEDIATELY AT (920) 863-2161. We are not responsible for any loss resulting from an error or unauthorized transfer of funds that would otherwise be our responsibility if you do not promptly review the notice provided by us or do not immediately notify us upon discovery that an error or unauthorized transfer of funds occurred, and you will be liable to us for any loss we incur as a result thereof, except and only to the extent otherwise mandated by law in a particular case. The provisions hereof apply equally to amendments to payment orders. You agree that, to the extent applicable law expressly affords you a “reasonable time” to notify us of an unauthorized payment order notwithstanding the provisions hereof, three (3) business days is a reasonable time, and in such a case you must notify us of the unauthorized payment order no later than three (3) business days after notice of the transaction was provided to you.
OWNERSHIP OF DATA
You are the owner of your data that is supplied to us for processing in connection with Services. You have no rights in any of the systems we use to deliver the Services to you. You are responsible for maintaining your own copies of all data that is supplied to us, it being understood that we may dispose of all data in our possession at any time.
PASSWORDS AND ACCESS CODES; UNAUTHORIZED ACCESS
For certain Services you will be required to use Codes. You have sole responsibility for establishing and maintaining procedures to adequately safeguard against the unauthorized initiation of transfers using the Codes.
You must appoint an Administrator. The Administrator is our main contact with respect to the Services and is responsible for managing all aspects of your use of the Services, including but not limited to managing security, verifying the initial services set-up, setting up users and assigning user accounts and access privileges, training users, updating us with changes in contact and other relevant information, and requesting any desired changes to the Services. You understand that the Administrator has the capability of providing administrative privileges identical to that of the Administrator to any user, including the ability to create and maintain subsequent user accounts and assigning and revoking access privileges. If the Administrator grants these privileges to a user, that user will also be considered an Administrator.
You are required to use the Codes every time you access certain of the Services. We may require you to change the Codes periodically.
It is your responsibility to maintain the confidentiality of the Codes and to maintain and delete Codes for each individual user. You agree to accept full responsibility over the control of the Codes. You must immediately notify us if you believe or suspect that any security information or instructions are known to or have been accessed by an unauthorized person(s).
We will perform the Services in a commercially reasonable manner, which is similar to the services provided to our other customers, and no other or higher degree of care. Except as otherwise described in this booklet, we are not assuming any other obligation as to performance or quality of the Services provided.
We will process items, transactions and data and perform Services on the basis of the information furnished by you. We are entitled to rely upon any information or instructions provided by you. If any error occurs, you are responsible for discovering and reporting the error and supplying the data necessary to correct the error to us for processing at the earliest possible time. You will indemnify and hold us harmless from any claim, loss, liability, action, cause of action, cost, expense, including but not limited to reasonable attorneys’ fees and payments pursuant to settlements, arising out of, resulting from, or relating to (i) the data, information or instructions provided by you or any inaccuracy or inadequacy therein, (ii) any breach or failure to comply with these terms and conditions by you, and (iii) any act or omission by you or any of your employees or agents that results, directly or indirectly, in the transfer of funds to any person, real or fictitious, not entitled to such funds or that result in an inaccurate, incorrect, untimely, improper or failed automatic clearinghouse fund transfer. You assume all risk of loss, delay and miscommunication in the transmission of data unless the same is caused by the gross negligence or willful failure on our part to comply with our obligations in providing the Services.
If you are aware of a defect in a Service, you are responsible for making appropriate internal or procedural adjustments until we correct the defect. We will provide reasonable assistance to you at no charge. We will also make every commercially reasonable effort to correct any known material defect.
You are responsible for meeting all regulatory requirements applicable to your business. You specifically acknowledge that you will not originate any transaction that does not comply with the laws of the United States. This prohibition includes, but is not limited to, the OFAC laws and regulations.
You are responsible for determining that any forms which are used with your customers, and all records you retain, comply with all applicable laws. If you need information from us in order to comply, we will use reasonable efforts to provide the information promptly upon your request.
The records maintained and produced in connection with the Services will be available for examination and audit by government agencies having jurisdiction over your business, who will have the right to ask for and to receive directly from us any reports, summaries, or information contained in or derived from data in our possession related to you. We will notify you as soon as possible of any request by a government agency to examine your records, if we are permitted to make such a disclosure to you. You agree that we are authorized to provide all information when requested by a government agency.
REMEDIES UPON DEFAULT; LIMITATION OF LIABILITIES
If you default, we may declare all amounts you owe us to be immediately due and payable. We may bring a Claim for or otherwise obtain payment from you of any fees or other sums due us, and may debit an Account in order to do so. We may also recover any damages to our equipment or systems caused by your actions or failures to act.
If we are in default and we do not cure the default within ten days, you may bring a Claim for damages directly and solely caused by our default. Our liability shall in no event exceed an amount equal to the fees paid by you for Services during the three months immediately preceding the default, except to the extent such limitation is expressly unenforceable by law in a particular case. In addition, except to the extent otherwise mandated by law, our sole responsibility for an error by us or our third party provider will be to correct the error.
Either party may also seek equitable remedies, including, without limitation, specific performance and injunctive relief.
The parties agree that these damage provisions are reasonable in light of all present predictable circumstances (including anticipated damages), in that the fees to be charged by us for the Services are not sufficient for us to assume greater liability.
WE WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR PENALTIES OR LATE CHARGES, OR FOR REIMBURSEMENT OF THIRD PARTY CLAIMS, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBLE OCCURRENCE OF SUCH DAMAGES. YOU HEREBY WAIVE ALL SUCH DAMAGES AND AGREE THAT THE REMEDIES PROVIDED IN THIS AGREEMENT WILL BE YOUR SOLE AND EXCLUSIVE REMEDIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
NO ACTION MAY BE BROUGHT BY YOU AFTER ONE (1) YEAR FROM THE DATE OF THE OCCURRENCE GIVING RISE TO THE CLAIM.
You understand that, while we and our service providers have established security procedures designed to prevent unauthorized access to your accounts or transactions, there can be no assurance that inquiries or transaction activity will be completely secure. You acknowledge that access to the Services will not be free from delays, malfunctions or other inconveniences, and we are not responsible for the consequences thereof. You assume full responsibility for all transfers of funds made by us in accordance with this Agreement and at the request of an Authorized Representative or anyone who purports to be an Authorized Representative, as well as all transfers of funds that benefit you whether or not authorized. Except and only to the extent required by law in a particular case, we will have no responsibility for, and you assume full responsibility for, any Unauthorized Transfer regardless of the source or cause thereof.
You hereby agree to the security procedure described in the Subscription form signed by you and acknowledge that such security procedure is a commercially reasonable method of providing security against unauthorized payment instructions. You acknowledge that that such security procedure is not for the detection of errors. You will be bound by any instruction for the transfer of funds that we accept in good faith, if we complied with the applicable security procedure or if you did not comply with it. Except for a breach of security in our internal systems, and except in a case where you comply with the applicable security procedure and either we do not so comply or we do not act in good faith, we shall have no responsibility for, and you assume full responsibility for, any transfer of funds resulting from a breach of security regardless of the source or cause thereof. Without limiting the generality of the previous sentence, you are responsible for a breach of security occurring on or in connection with a computer or computer network owned, controlled or used by you or your employees, contractors, service providers or agents, by whatsoever means, such as (by way of example and not limitation) phishing, pharming, keylogging or other fraudulent activity enabled by malware. If we do bear responsibility, it will extend only to losses caused solely and directly by us, and our liability will in any event be limited as provided in the paragraph above captioned REMEDIES UPON DEFAULT; LIMITATION OF LIABILITIES.
TRANSPORTATION AND/OR TRANSMISSION OF DATA
The responsibility and expense for transportation and/or transmission of and risk of loss of data and media to and from our data center shall be borne by you. We will notify you of the time by which your data and/or media must be delivered to us for processing.
USE OF THE SERVICES
You must use the Services in accordance with such policies as we may establish from time to time and communicate to you. You agree and represent that the individual signing the Subscription form is specifically authorized by your board of directors to execute agreements of this nature. If you are a financial institution, you represent that your performance in connection with the Services will not affect your safety or soundness or that of any of your affiliates. You also represent that the obligations evidenced by this booklet will be properly reflected on your books and records and you will provide us with evidence of that fact upon our request.
We represent and warrant that:
- Our computer systems (hardware and software) are capable of performing the Services. The software we use to provide the Services will operate substantially in accordance with its specifications and documentation.
- The Services we provide to you will substantially conform to the descriptions contained in the product descriptions provided to you with this booklet, as we may modify the same from time to time.
- We have the legal right to provide the Services, using all computer systems required for that purpose.
WE DISCLAIM ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The following terms and conditions apply to specific Services. These provisions only apply to you if you have subscribed for the Service to which they apply. These provisions include any descriptions of the services contained in the product descriptions we provided to you with this booklet, as we may modify the same from time to time.
If you have established a line of credit with us, it is evidenced by loan documents. You authorize us to make transfers to and from an Account (the “Sweep Account”) to be used to make draws on and payments on the line of credit.
We are under no obligation to extend credit, provisional or otherwise, to you as a result of using a Sweep Account. All credit from us to you is governed by the loan documents. Any past extension of credit to you or any series or pattern of such extensions, does not obligate us to make additional credit available to you on any particular occasion, except to the extent required by the loan documents. Nothing in this booklet affects, limits, waives or impairs any of our rights and remedies under the loan documents.
Interest earned on the deposits in the Sweep Account may not be the best or optimum investment for your excess cash, and may not be the highest rate of interest available through or offered by us.
ONLINE BANKING AND BILL PAYMENT
This Service is subject to the Online Banking and Bill Payment Terms and Conditions that are found later in this booklet.
To use this Service, you must have a business checking account. You may use this Service with your Eligible Accounts. Any signer, acting alone, will be authorized to access a linked account. Deposit and loan accounts that have a common tax identification number may be linked for access purposes. An account that requires two signatures for withdrawals may not be an Eligible Account.
You may use online banking to perform transfers between Eligible Accounts.
You may access a personal account using online banking, but only to view account information. A personal account is not an Eligible Account and you may not transfer funds or initiate any other transaction from a personal account using online banking.
You may check the current balance and other account information on all of your Eligible Accounts. You may also order copies of checks, place stop payments on checks, download your account information to financial management software and upload data.
You may make payments to Eligible Loans from Eligible Accounts. You may initiate advances from Eligible Loans to Eligible Accounts if the Eligible Loan allows for such advances and there is availability on such loan. You may obtain historical information regarding Eligible Loans through this Service.
You authorize us to follow your payment instructions. We will deduct your payment(s) from your Account on the Payment Date. We will initiate payments to Payees. To ensure on-time payments, you should allow at least eight Business Days. If a Payee does not accept electronic payments, you authorize us to make payment by check. We may, but need not, deduct these payments from your Account even if they create an overdraft. You authorize us to make payments by electronic, paper or other means we determine appropriate.
We will not be responsible for: (a) delays in crediting payments by a Payee that are the result of its procedures; (b) your failure to follow a Payee’s payment requirements; (c) your failure to schedule a proper date for payment sufficiently in advance of the date a payment is due; (d) delays in any mail service or (e) other exceptions stated in this booklet or the Online Banking and Bill Payment Terms and Conditions.
Upon termination of your use of this Service, you will be responsible for making arrangements to pay any future payments. We reserve the right to refuse to pay a Payee for reasons we deem sufficient in our sole discretion.
This Service allows you to receive your bank statements online, and is available only if you subscribe to Online Banking. Accordingly, this Service is subject to the Online Banking and Bill Payment Terms and Conditions that are found later in this booklet.
If you no longer wish to receive online statements for a particular Account, you can revert to paper statements by calling us at the phone number stated in the Online Banking and Bill Payment Terms and Conditions. We may treat an invalid e-mail address or the subsequent malfunction of a previously valid address as a withdrawal of your consent to receive Disclosures electronically. If you withdraw your consent to receive Disclosures electronically, the withdrawal will become effective after your request is processed.
If you use this Service, you agree that we may provide you with any Disclosures relating to your Account(s) in electronic format, and that we will not send paper Disclosures to you. We will stop providing Disclosures to you electronically if you revert to paper statements. Your consent to receive Disclosures electronically includes, but is not limited to:
- Account statements and related Disclosures;
- Initial Disclosures or agreements for your Account(s) or associated payment features; and
- Notices or Disclosures about a change or amendments in the terms of your Account(s) or associated payment feature.
All Disclosures will be provided to you electronically in one of several ways. These are either:
- By Online Banking message or e-mail at the most current address we have on record; or
- By access to a location on the web site that we will identify in an Online Banking message or e-mail we send to you at the time the information is available.
If you close your primary Account or revert to paper statements for your primary Account, all Accounts included on a combined statement with your primary Account will revert to delivery of Disclosures by mail.
It is your responsibility to provide us with an accurate and complete e-mail address, contact, and other information related to your Account(s). You must maintain and promptly update this information with any changes. To update your information, call us at the phone number stated in the Online Banking and Bill Payment Terms and Conditions.
We will not send you a paper copy of any Disclosure sent to you online unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of a Disclosure provided to you electronically either by printing it yourself or by requesting that we mail you a paper copy. Such request must be made no later than seven years after we first provided the Disclosure to you electronically. To request a paper copy of a Disclosure, contact us at phone number stated in the Online Banking and Bill Payment Terms and Conditions. You may incur a service charge for the delivery of paper copies of any Disclosures provided to you electronically pursuant to your authorization. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Disclosure.
All Disclosures we provide to you, regardless of the format, will be considered “in writing.” You should print or download a copy of your Online Statements, these Terms and Conditions, your initial authorization to receive Online Statements plus any changes to that authorization, and any other important Disclosures for your records.
This Service allows you to direct us to transfer funds from an Account. We may transfer funds by using any commercially reasonable funds transfer system, and the transfer may be made in whole or in part through the automated payments network operated by the Federal Reserve System called Fedwire. You authorize us to record electronically all oral payment orders and confirmations.
For each payment order you must provide us with a number identifying where the funds should be transferred. We will pay payment orders based upon that identifying number even if it identifies a person or bank different from the person or bank named in the payment order. You are solely responsible for any such discrepancy. Payment orders may be transmitted to us during that part of any Business Day when we are open for the receipt, processing and transmittal of payment orders and cancellations and amendments of payment orders. You agree to not issue a payment order that instructs us to execute the order on a Business Day that is later than the Business Day on which we receive the order. We may execute any payment order on the Business Day of its receipt even though it specifies a later execution date, unless we agree to follow such instructions.
We may decline to execute a payment order for any reason. Our rejection of a payment order is effective when given if we give you the notice of rejection by the same means you gave us the payment order or by any other means that is reasonable under the circumstances.
If a payment order creates an overdraft in an Account, you agree to pay us on demand an amount equal to the overdraft together with our normal charges for overdrafts and costs of collection, including reasonable attorney’s fees. If more than one payment order is made at or about the same time, and available funds on deposit in the Account do not cover all of the payment orders, we may, at our option, execute as many payment orders as possible within the dollar limits of the available funds in any order we determine.
Generally, wire transfers are processed immediately upon receipt. With immediate notification, we will attempt to cancel or amend the order if the order is received by us in a manner affording us a reasonable opportunity to act on it before execution of the order. If a security procedure was used with respect to the order, a communication is not effective to cancel or amend the order unless the security procedure is also used with respect to the cancellation or amendment, unless we agree to the cancellation or amendment anyway. The effect of cancellation of a payment order is to treat the order as if you never issued it. The effect of an amendment of a payment order is to treat the order as originally having been issued in the amended form. If we accept the cancellation or amendment, you will hold us harmless from and indemnify us against any and all losses and expenses, including reasonable attorney’s fees, which we incur or suffer as a result of the cancellation or amendment or attempted cancellation or amendment.
For payment orders that are not transmitted to us online (for example, that are called in by phone), you agree that the authenticity of such payment orders may be verified under our standard callback procedure as described to you. You agree that our standard callback procedure is a commercially reasonable method of providing security against unauthorized payment orders (other than those transmitted to us online). We will not use a callback procedure to verify payment orders transmitted to us online.
We may establish cut-off times on a Business Day for the receipt and processing of payment orders, cancellations or amendments. Any payment orders or communication canceling or amending a payment order received after the cut-off time may be treated as received at the opening of the next Business Day.
You must inform us promptly in writing whenever there are deletions from or additions to the list of Authorized Representative or Account. Until we receive a new designation changing an Authorized Representative or Account, we may continue to rely on the designations on file.
This Service is subject to Reg J if all or any part of the funds transfer is made through Fedwire. This Service is also subject to the deposit rules and any other agreements between us governing or referring to the Account(s) or wire transfers. In cases of inconsistency or conflict between the deposit rules or other agreements and this booklet, the deposit rules and other agreements will control.
International funds transfers will be executed in U.S. dollars, or if required, in non-U.S. dollars at the exchange rate established by us or our designee at the time of the request. We will request that any intermediary institution(s) honor the stated value date, but we have no responsibility for the actual value date applied for crediting funds to the payee. In the event a transfer cannot be made for any reason, we will refund to you the proceeds, net of charges and expenses incurred by or on our behalf, in U.S. dollars.
If the original transfer was effected in non-U.S. dollars, we or our designee will set the exchange rate, at our sole discretion, upon receipt of the non-U.S. dollars. For transfers payable in actual U.S. dollars or foreign currency, we do not guarantee that our correspondents or agents can or will make payment in actual U.S. dollars or foreign currency, nor do we guarantee that there will not be a charge made by some other bank effecting any transfer initiated by us. International funds transfers are also subject to the laws and regulations of the foreign government, taxing or postal authority, or their agency in the country where funds are to be transferred.
This Service enables you to initiate automated clearinghouse debit and credit entries.
This Service is subject to the ACH Rules, and is also subject to our Deposit Account Rules and any other agreements between us governing or referring to the Account(s) or automated clearinghouse transactions. In cases of inconsistency or conflict between our Deposit Account Rules or other agreements and this booklet, our Deposit Account Rules and other agreements will control.
This Service enables you to match checks you have issued with checks that are presented to us for payment, and instruct us whether or not to pay the checks.
If you do not give us timely notification of your decision on an unmatched check, we will act in accordance with the default option of “pay all.” You may change to the default option of “return all” by notifying us of this choice.
This service enables you to maintain your Account in balance at all times, by entering each transaction in your Account online as you effect the transaction. You can view your online “check register” at any time to make sure all activity has been recorded and to verify your Account balance.
Inasmuch as this Service is available only if you subscribe to Online Banking, this Service is subject to the Online Banking and Bill Payment Terms and Conditions that are found later in this booklet.
This Service enables you to deposit checks to an Account by converting the checks to digital images and transmitting, or arranging for the transmission of, electronic files containing the check images and related data to our processing center.
In order to utilize this Service, you need to obtain a scanner and the necessary software, which must meet our specifications. You must also sign a Merchant Cash Letter Agreement in our standard form, which we will provide to you separately.
Online Banking and Bill Payment Terms and Conditions
Note: You must use Online Banking to use Bill Payment.
Your Responsibility. You are responsible for selecting all systems, hardware and your Internet service provider and for any defect, malfunction or interruption in service or security due to hardware failure, your choice of Internet service provider, or other causes. Your computer and Internet browser you intend to use must meet our minimum requirements.
Business Days. The Internet Services are available 24 hours a day, seven days a week, except during special maintenance periods, which generally are scheduled between 11:00 p.m. Sunday night and 4:00 a.m. Monday morning, or an unanticipated downtime. For purposes of transactions, Denmark State Bank’s business days are Monday through Friday, except federal holidays. All Internet Service transaction requests received after 5:00 p.m. central time on business days, and all transactions which are requested on Saturdays, Sundays or holidays on which we choose to remain closed, will be processed on our next business day. Our business day begins at 9:00 a.m. If you schedule a recurring funds transfer and the payment date does not exist in a month (29th, 30th or 31st), the payment will be processed on the next business day.
Functions. To use Internet Service, you must have a business checking account. You may use Internet Service with your Eligible Accounts. An “Eligible Account” means, for online banking, a business checking accounts or a business savings account; for online loan services, a business loan accounts; and for bill payment services, a business checking account. Any signer, acting alone, will be authorized to access a linked account. Deposit and loan accounts that have a common tax identification number may be linked for access purposes. An account that requires two signatures for withdrawals may not be an Eligible Account. Using your security codes and the Internet Service you can:
- Funds Transfers. You may use Internet Service to perform unlimited funds transfers from one Eligible Account to another. You may transfer from an Eligible Account to make loan payments. You may initiate advances from Eligible Loans to Eligible Accounts if the Eligible Loan allows for such advances and there is availability on such loan. You may obtain historical information regarding Eligible Loans through this Service. While these Terms and Conditions do not impose a restriction on the number of transactions from Eligible Accounts or the amounts which may be transferred, certain limits and restrictions on the frequency of transfers may be applicable with respect to the particular types of accounts. Please refer to the disclosure documents you received at the time your accounts were established for more information on limitations and restrictions applicable hereto.
- Balance Inquiries. You may check the current balance and other account information on all of your Eligible Accounts. You may also order copies of checks, place stop payments on checks, download your account information to financial management software and upload data.
- Customer Service. You may communicate with us by using your computer to send and receive written messages electronically. Please refer to the "Contact Us" option to send us your comments, questions or concerns.
- Bill Payment. If you use our Bill Payment feature, you may initiate bill payments as described below.
New services may be introduced for Internet Service from time to time. We will notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the rules that will be made available to you concerning these services.
Overdrafts. When you schedule a funds transfer using the Internet Service, you authorize us to withdraw the necessary funds from your account with us. We deduct the amount of your funds transfer from your account on the date we process your instruction. Each instruction to us to withdraw or transfer from an account is an order to us to pay from that account at that time or on a later date, if any, indicated in the instruction. We may charge payments against the account even though the charge creates an overdraft, or we may refuse to make payments if the charge creates an overdraft. If you overdraw your account, you agree to immediately pay us the overdrawn amount, together with any applicable fees. If the account is maintained in connection with an overdraft credit plan, any overdraft will be made in accordance with the agreement or rules governing that account rather than this Agreement.
Periodic Statements. Your Internet Service account activity will appear on your periodic account statement. If there are no transfers in a particular month, you will receive statements at least quarterly.
Bill Payment Procedures. To add payees, use “Payments, Manage Payees, Add New Payee” on the internet or speak to a service representative. You may add a new fixed payment to a payee, only if the payee is on your authorized list of payees, and by accessing the Service and entering the appropriate information. Most other additions, deletions, or changes can be made in writing or by using the Service. We reserve the right to refuse the designation of a payee for any reason. Each payee accepted by us will be assigned a payee code. You may make bill payments in amounts from $1.00 to $25,000.00 with a limit of $50,000.00 per day. You may pay any payee you wish in the U.S. If you have the authorization to do transfer and/or email payments, you may do them in the amounts from $1.00 to $2,500.00 per payment up to a total of $2,500.00 per day. Bill Payments are debited from your designated Eligible Account on the process date.
A single payment will be processed on the business day (generally Monday through Friday, except certain holidays) that you designate as the payment’s process date, provided the payment is submitted prior to the daily cut-off time on that date. The daily cut-off time, which is controlled by the financial institution, is currently 2:00 CST. We reserve the right to change the cut-off time. You will receive notice if it changes. A single payment submitted after the cut-off time on the designated process date will be processed on the following business day. If you designate a non-business date (generally weekends and certain holidays) as the payment’s process date, the payment will be processed on the first business day following the designated process date.
When a recurring payment is processed, it is automatically rescheduled by the system. Based upon your selected frequency settings for the payment, a process date is calculated for the next occurrence of the payment. If the calculated process date is a non-business date (generally weekends and certain holidays), it is adjusted based upon the following rules:
If the recurring payment’s “Pay Backward” option is selected, the process date for the new occurrence of the payment is adjusted to the first business date prior to the calculated process date. If the recurring payment’s “Pay Backward” option is not selected (or if the “Pay Backward” option is not available), the process date for the new occurrence of the payment is adjusted to the first business date after the calculated process date.
Note: If your frequency settings for the recurring payment specify the 29th, 30th, or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated process date, then the last calendar day of that month is used as the calculated process date.
For Single and Recurring Payments, YOU MUST ALLOW AT LEAST EIGHT (8) BUSINESS DAYS, PRIOR TO THE DUE DATE, for each bill payment to reach the Payee. Any bill payment can be changed or canceled, provided you access the Bill Pay Service prior to the cut-off time on the business day prior to the business day the bill payment is going to be initiated.
You agree to have available and collected funds on deposit in the account you designate in amounts sufficient to pay for all bill payments requested, as well as, any other payment obligations you have to us. We reserve the right, without liability, to reject or reverse a bill payment if you fail to comply with this requirement or any other terms hereof. If you do not have sufficient funds in the Eligible Account and we have not exercised our right to reverse or reject a bill payment, you agree to pay for such payment obligations on demand. You further agree we, at our option, may charge any of your accounts with us to cover such payment obligations.
Our Liability For Failure to Make Transfers. If you have given us all of the proper and timely instructions and have properly completed all fields to complete a transfer, and due solely to our error we do not complete a transfer to or from your account in the correct amount or to the correct payee, then subject to the limitations contained in the paragraph captioned REMEDIES UPON DEFAULT; LIMITATION OF LIABILITIES, we will be responsible for correction of our error. However, there are some exceptions. We will not be liable, for instance:
- If, through no fault of ours, your account does not contain sufficient collected funds to make the transfer.
- If the money in your account is subject to legal process or other encumbrances restricting the transfer.
- If the transfer would go over the credit limit on your overdraft credit plan, if any.
- If a transfer system was not working properly and you knew about the breakdown when you started the transfer.
- If circumstances beyond our control (such as, without limitation, equipment or communications failures, or third party system malfunctions or delays, or fire or flood) delay or prevent the transfer despite reasonable precautions that we have taken.
- If incomplete or inaccurate information is forwarded to us by you or through an automated clearinghouse.
- If you have not provided us with complete, correct and current payment information, including without limitation the name, address, account number and payment amount for the payee on a bill payment.
- If you have not properly followed the instructions for using the Internet Service.
- If your operating system is not properly installed or functioning properly.
- For errors or failures from any malfunctions of your browser, internet service provider, computer, computer virus or other problems relating to the computer equipment you use, including, without limitation, your inability to access all or any part of Internet Service.
- If we have a reasonable basis for believing that unauthorized use of your security codes or accounts has occurred or may be occurring, or if you default under these Terms and Conditions, your Deposit Account Agreement, a credit agreement, or any other agreement with us, or if we or you terminate this Service.
- For a failure to provide access or for interruptions in access to the Internet Service due to Internet Service system failure.
- For a delay in crediting payments to a payee that are the result of its procedures.
- For your failure to follow a payee’s payment requirements.
- For your failure to schedule a proper date for payment sufficiently in advance of the date a payment is due.
- For any other delay in payment.
- For your attempt to pay a payee that is not on your authorized payee list.
- If you make a bill payment that contains an error or is a duplicate of another bill payment.
- If you fail to promptly notify us after you learn that you have not received credit from a payee for a bill payment.
- For delays in any mail service.
Account Information Disclosure. We will disclose information to third parties about your account or the transfers you make, as permitted by law, including, without limitation: where it is necessary for completing or tracing transfers or resolving errors or claims; in order to verify the existence and condition of your account for a third party, such as a credit bureau or other financial institution; in order to comply with court orders or other legal process; to comply with subpoenas, summonses, search warrants or requests from government agencies; to other companies affiliated with us; to others with your consent; whenever required by law; and to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements.
You agree that we may deliver our privacy notices and opt-out notices to you by making them available on our web site.
Electronic Mail. If you send us an electronic mail message, we will be deemed to have received it on the following business day. We will have a reasonable time to act on your e-mail.
You should not rely on electronic mail if you need to communicate with us immediately (e.g., if you need to report an unauthorized transaction from one of your accounts, or if you need to stop a payment that is scheduled to occur).
You agree that we may respond to you by electronic mail with regard to any matter related to the Internet Service, including responding to any claim of unauthorized electronic funds transfer that you make. Any such electronic mail sent to you by us shall be considered received within three (3) days of the date sent by us, regardless of whether or not you sign on to the Internet Service within that time frame.
Termination. We may at any time, without prior notice to you, modify, suspend or terminate your privilege of using Internet Service and/or withhold approval of any transaction. In the event we do any of the foregoing, we will try to notify you in advance but are not required to do so. You will be notified as soon as practicable. Any Administrator may terminate Internet Service on your behalf. Such termination shall not affect the rights and obligations of either of us for transactions made with the Internet Service before we have had a reasonable time to respond to your termination request.
You may cancel your Internet Service by calling us at (920) 863-2161 or writing us at Denmark State Bank, 103 E. Main St., P.O. Box 130, Denmark, WI, 54208 or by sending an e-mail message through Internet Service. If you call or e-mail, we may also require you to confirm your request in writing. Since service cancellation requests can take up to 10 days to process, you should cancel all transfer orders in addition to notifying us of your desire to terminate the service. We will not be liable for transfers not cancelled or transfers made due to the lack of proper notification by you of service termination or discontinuance for any reason. Once we terminate your Internet Service, any pending transfers will be terminated.
We may convert your account to inactive status if you do not sign on to the Internet Service or have any transaction scheduled through the Internet Service during any consecutive sixty (60) day period. If your account is considered inactive, you must contact us to have the Internet Service activated before you will be able to schedule any transaction through the Internet Service.
Third Parties. You understand that support and services relating to Internet Service are provided by third parties other than us, and you authorize us to contract with third parties to provide such support and service.
E-statement. If you enrolled in e-statements also know as online statements, you authorize us to deliver the requested statement(s) via electronic mail. You also acknowledge that we will not deliver the requested statement(s) via traditional mail. We will consider the statement delivered if no return e-mail is received. If, however, a return notice is received by the bank, a statement will be sent via traditional mail. You understand that it is your responsibility to notify us if your e-mail address changes. We will notify you by e-mail when your electronic statement is available for viewing. We also reserve the right to begin sending hard copies of your statement in the mail. Even though e-mail statement files are encrypted you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and will not warrant that all data transfers utilizing e-mail statements, or mail transmitted to and from us, will not be monitored or read by others. This agreement may be terminated by contacting Denmark State Bank in writing at: P.O. Box 130, Denmark, WI 54208-0130 or calling us at (920)863-2161. Statements will be available for a period of 12 months via our Internet Banking System. After the 12 month period, you will need to contact us and request a copy of your statement. You understand that your statements will include information concerning both your share of deposit and loan accounts with the bank and may include disclosures required under the Truth-In-Lending Act, the Electronic Funds Transfer Act, the Truth-In-Savings Act and/or similar disclosure laws. You agree to the receipt of these disclosures in electronic format as described herein.
Your consent, which will be given by clicking on the “I AGREE” button on the online agreement and selecting the e-statement option within the online application, is to authorize Denmark State Bank to forward to you electronically your periodic bank statements and other disclosures that the bank might send to you with your bank statement.
Note: You will receive the e-mail notification from Denmark State Bank Notification. Please remember to add firstname.lastname@example.org to your list of allowed senders.
Receiving Online Banking Disclosures. You agree to receive all updates to these Terms and Conditions and all notices and other communications and Disclosures regarding online banking and bill payment services electronically. If you change your e-mail address, please sign on to Internet Service and update your e-mail so that we can alert you to any such updates. You can request free paper copies of any of these documents by calling 920-863-2161 or sending an e-mail to email@example.com.
Account means one or more deposit accounts maintained by you with us, identified on a Service Information Sheet and used in connection with one or more Services.
ACH Rules means the operating rules of the National Automated Clearing House Association and the Wisconsin Automated Clearing House Association, and our operating rules and procedures for automated clearinghouse entries, as they same now exist and as they may be amended, modified or supplemented from time to time.
Administrator means the person you appoint who will be responsible for creating and maintaining user accounts for you, including assigning and revoking access privileges for users and providing new and subsequent Codes to users
Authorized Representative means your employees or agents who are authorized to provide instructions, requests and other communications to us, and to initiate transactions, that are binding on you, as identified in the Service Information Sheet.
Business Day means any day that is a Monday through Friday, except for federal holidays.
Claim means any claim, dispute or controversy arising from or relating to your use of the Services, the terms and conditions set out in this booklet or the validity, enforceability or scope of the arbitration provision set out in the deposit rules.
Codes means password, user ID, personal identification numbers and other security devices or means used by you to access certain of the Services.
Disclosure means any account statement, authorization, agreement, disclosure, notice, or other information related to your Account(s) including, but not limited to, information that we are required by law to provide in writing.
Eligible Accounts means for online banking, business checking accounts and business savings accounts; for online loan services, business loan accounts; and for bill payment services, business checking accounts.
Eligible Loans means a documented loan from us to you.
Federal Agency means the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or their successors, as applicable.
OFAC means the U.S. Treasury Department’s Office of Foreign Asset Control and its regulations relating to economic sanctions or embargo programs or other similar restrictions.
Payee(s) means persons or entities designated by you to receive online payments.
Payment Date means the date an online payment is scheduled to be sent.
Reg J means Subpart B of Regulation J promulgated by the Federal Reserve Board
Service Information Sheet the form completed jointly by you and us which identifies the specific choices and designations you have made in connection with a Service.
Unauthorized Transfer means a transfer that does not benefit you and that is made or initiated by a person who does not have your actual, implied, or apparent permission.
To help protect our customers from security threats, DSB utilizes the approach described below, which you hereby agree to. You acknowledge that these procedures are a commercially reasonable method of providing security against unauthorized payment orders or other transactions and that these procedures are not for the detection of error.
- DSB will do the following:
For business conducted online, identification of customers when logging on will consist of multi-factor authentication that utilizes a password, plus either “what you know” (e.g., a PIN, or a picture) or “what you have” (e.g., a digital security key, or a device that recognizes your computer). DSB reserves the right to modify the identification process from time to time to implement new measures that are recommended in the industry to combat new or increased threats.
For business not conducted online, DSB will do the following:
- Require a communication in the format specified by DSB to initiate the transaction.
- For certain transactions, DSB will perform a customer call back for verification and authorization.
- You are responsible to install, update, maintain and properly use industry standard security products that are appropriate for your business. These would normally include such things as a firewall to prevent unauthorized access to your network; updated anti-virus and anti-spyware protection; operating system patches when they are available; and a product that indicates the web site you are on or an Internet browser that indicates the site name.
- You agree to use standard safety precautions, including use of an arbitrary mix of letters and numbers for passwords; changing your passwords regularly; keeping your passwords and PINs private; and checking your statements and reviewing your banking transactions promptly, thoroughly and regularly.
- You must report errors or problems immediately to DSB. Should you receive a suspicious email or telephone request for information that purports to be from DSB, you must notify DSB immediately. In any such case, notify your banker or call DSB at (920) 863-2161.