Agreement for Electronic Funds Transfer Through Online Banking (Addendum to your Online Banking Agreement)
The Electronic Funds Transfer Program ("EFTP") is a service that allows you to transfer funds to and from your FCE business loans or Funds Held account(s) through Online Banking or by contacting the Customer Service Center ("CSC") at 1-877-864-0958 or your local FCE branch office. Access to the EFTP through Online Banking, including the CSC, or by contacting your local branch office is subject to this Agreement and the Online Banking Agreement. By clicking the "I Accept" button, you acknowledge that you have read and understand the contents of this Agreement, and that you agree to be legally bound by it.
This EFTP Agreement establishes the terms governing electronic transfers of funds to and from your FCE Loan Accounts. The words "we," "our" and "us" in this Agreement refer to FCE, and the words "you" and "your" refer to the Loan Account holder(s) and anyone with the authority to exercise control over the Loan Accounts. "Loan Account(s)" means all or any single FCE business loan account(s) or Funds Held account(s) under your customer number that are designated for EFTP access under this Agreement. The banking institution in which you have your depository checking or other account is called your depository financial institution, or "DFI."
Each time you use the EFTP, you confirm your continuing acceptance of this EFTP Agreement. Under this EFTP Agreement, you authorize FCE, upon your request, to make loan advances from, or to transfer funds to or from, any of your designated Loan Accounts as you may direct by telephone or through Online Banking. Pursuant to your instructions and this Agreement, we may:
- Advance funds under an approved loan line of credit and transfer those funds for deposit into your DFI business checking account or for other uses, or
- Transfer funds to or from your DFI business checking account to or from your FCE Loan Account(s) or Funds Held account(s) as you may specify.
EFTP transfers are available only between your Loan Accounts used primarily for business purposes and your bank accounts at DFIs used primarily for business purposes. EFTP transfers are not available to transfer funds to or from a loan primarily for a consumer purpose, or to or from a primarily personal/non-business DFI bank account. Your loan or DFI account is for a consumer purpose if it is primarily for personal, family or household use. If you received a Truth in Lending Disclosure before your loan closed, it is a consumer purpose loan.
Your Loan Account and the DFI account must be in the same name(s). If you wish to transfer funds from your DFI business checking account to your FCE Loan Account, your DFI must be able to accept debits through electronic funds transfer.
Any advance from your Loan Account must be made in accord with a previously established line of credit and is subject to all terms of that loan, as described in the loan legal documents, letters of understanding or elsewhere. If a loan advance exceeds your lending arrangement or authorized credit limit, and we inadvertently make the transfer, you are still obligated to repay all amounts advanced according to the interest rate and other terms applicable to the Loan Account.
FCE's role under the EFTP program is limited to that of giving a payment order, as a sender, to our receiving bank, and then making funds available to be transferred under that payment order. We are not a bank, and we do not directly transfer or receive funds electronically to or from your DFI. This role greatly limits our ability to respond to stop payments and changes in instructions.
Each time you use the EFTP, you agree that:
- All terms of this EFTP Agreement shall apply to every transaction.
- EFTP transfers shall be requested only by persons authorized to do so for the Loan Accounts and DFI accounts to or from which the transfer is made.
- You will establish and follow applicable security procedures. We shall have full authority to act without question on any transfer request for any Loan Account(s) if the security procedures for that account have been satisfied.
- Our disbursement is complete, and you are irrevocably obligated to repay a disbursed amount according to the loan legal documents, when we issue a payment order for the electronic funds transfer specified in your EFTP instructions and our receiving bank accepts the payment order.
- Once your DFI accepts outgoing transferred funds, your only recourse is with your DFI.
- You agree to promptly pay any fees or costs incurred in connection with any EFTP transaction you request. Presently, FCE provides the EFTP for no fee. However, DFIs or intermediaries may charge fees. If fees are charged, you authorize us to pay them by debiting such amount from your Loan Account, unless you make other arrangements to pay them.
- We may refuse to process your EFTP request, without incurring any legal liability, if we have reasonable cause to believe that it: violates loan terms, is in excess of loan funds available, appears to be unauthorized by you or fails applicable security procedures, involves funds subject to a hold, dispute or legal process preventing disbursal, violates the risk control program of the Federal Reserve Bank, or violates the terms of this Agreement.
- We are not liable for loss or damage if a company or person does not accept your checks for any reason, including an error or omission on our part.
- We are excused from not acting, or a delay in acting, on your transfer instructions when our inaction or delay is due to legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions, disruptions in the internet or in the Online Banking service or due to any other circumstances beyond our control.
- No instructions limiting our acceptance of your EFTP requests shall be binding on us unless we have previously agreed to them in writing.
- We have complete discretion to select the means for transmission of your EFTP request, and we will make reasonable commercial efforts to effect your transaction request; but we do not guaranty results.
- We are not responsible for an incoming electronic funds transfer until your request is completed and payment from your DFI is properly posted to FCE's account.
- If you detect an error in an EFTP transaction, you will notify us immediately upon your discovery of the error, using the procedure and providing the information described in the Online Banking Agreement under the heading, "Account Errors."
- The provisions of the Online Banking Agreement are incorporated by reference into this Agreement and apply to all EFTP transactions made through Online Banking, including the CSC, including but not limited to the provisions in that agreement related to Account Errors, Disclaimer of Warranties, Disclaimer of Liability, Binding Arbitration, and Governing Law. The EFTP service is provided without warranty, and with the liability disclaimers and limits on damages described in the Online Banking Agreement.
Initiation and Completion of Transactions
Depending on when your EFTP transaction request is submitted to us (refer to the cutoff times in the Online Banking Agreement under the heading: "Transaction Processing"), your EFTP transaction will be initiated either the same day or the next business day. Initiating a transaction means that we request the transfer of funds through the Automated Clearing House ("ACH") system, or other electronic funds transfer system, according to your instructions. Generally, you may expect that your EFTP transaction will be completed within one to two business days after initiation. A transaction is completed when the funds are actually deposited in the destination account you request. When transferring funds to your DFI, please consult your DFI's funds availability policy to determine when the funds are available for your use.
Corrections and Termination
You authorize us to adjust entries to correct errors in transfers, and you will not hold us liable for fees that result from these adjustments, unless our actions caused the error. If you request that we stop or redirect a funds transfer or amend, alter or change a disbursement instruction, we are not responsible to cause those results, and our attempt to accommodate your request will not create any such responsibility or duty. If we receive an electronic funds transfer instruction that exceeds the balance on your specified Loan Account, you authorize us to adjust the excess payment entry with your DFI. We will notify you by telephone or secure messaging if we are unable to execute your transfer request. We have no obligation to re-send a fund transfer if we have complied with your original request.
Either you or FCE may terminate this Agreement at any time, and FCE reserves the right to terminate the EFTP at any time, but such terminations will not affect your obligation to repay all sums advanced prior to termination under the terms of your loan legal documents. Upon our receipt of notice of your intention to terminate this Agreement, we are immediately entitled to stop honoring transfers to your account, and to inform the parties with whom we transact on your behalf that you have terminated this service and that no further transactions will be accepted on your behalf.
We reserve the right to change the terms of this Agreement at any time. If any changes are made, the revised Agreement will be updated and posted on this Web site. Generally, a change in terms will become effective 30 days after the date notice is posted on the Web site. Your continued use of EFTP services after the effective date will be your agreement to be bound by this Agreement, as amended by the new terms. If FCE determines, in its sole discretion, that any change is needed immediately, we will post notice that such change becomes effective immediately.
It is your responsibility to provide us with all the correct information needed for EFTP transfers to or from your DFI business account. Therefore, in addition to your transfer instructions, you must provide us with the following correct information:
- Your name(s)
- FCE Loan Account number
- DFI name and routing number
- DFI business checking account number
Please double-check all information for accuracy, especially bank account numbers, since these are the only means used to identify your accounts for electronic funds transfers. We have no obligation to determine whether any information you provide to us is correct, even if we may have reason to know or suspect that certain information may not be correct, and we may rely without question on all information you provide us. We are not liable for problems resulting from incorrect information, or discrepancies between the account names and account numbers you provide us. You are responsible for the completeness, truth, accuracy, correctness and suitability of all information provided to carry out your electronic funds transfers. As a convenience to you, we may obtain the DFI routing number, but we will have no liability for any inaccurate information we obtain on your behalf.
You agree that we are permitted to electronically record telephone calls and data transmissions between us and any person acting on your behalf, and we may keep those recordings for as long as we consider it necessary to do so. If our records about a funds transfer request are different than yours, our records will govern. Our records include our written records, Online Banking transaction records and tape recordings of electronic funds transfers.
All EFTP transfers will appear on your periodic Loan Account statements from FCE. You must review each account statement promptly for any discrepancies in EFTP transfers. If you think an EFTP error has been made, you must contact us, through secure messaging, the CSC or by contacting your local FCE office, within a reasonable time, but not later than 90 days, after you receive the first notice or statement showing the discrepancy. You authorize us to make appropriate adjustments if we discover an error in any Loan Account payment or available loan account commitment. Should you fail to notify us of an EFTP error within this time, we will not be obligated to pay interest on or reimburse you for funds erroneously transferred if your failure to discover and notify us of the error causes or contributes to a loss.
You agree to indemnify, defend and hold FCE harmless from any damage, loss or liability of any kind, including without limitation, reasonable attorney's fees and court costs, which may result, directly or indirectly, in whole or in part, from the actions taken or services rendered by FCE under this Agreement pursuant to your instructions or the information you provide. For purposes of this Indemnification section only, "FCE" shall mean FCE and all its past, present and future directors, employees, contractors, agents, third party service providers and any person or entity involved in providing this EFTP service.
Except as otherwise provided by law, you shall be liable for any loss or damages in all cases where:
- We have followed the security procedures applicable to your Loan Account(s),
- You fail to notify us within a reasonable time, not to exceed 90 days, of any discrepancy in your billing statement regarding an EFTP transaction, or
- You or your current or former authorized representatives attempt or commit unauthorized, fraudulent, or dishonest acts.
Your liability includes, but is not limited to, instances where a former authorized agent, representative or employee or anyone else initiates one or more EFTP transfers to your detriment by obtaining access to your transmitting facilities or your security information, regardless of how that access or information was obtained and regardless of whether the obtaining of such access or information is your fault.
Time Limit to Bring EFTP Claims
Due to the difficulty of accurately reconstructing events that occurred more than a year previous, we must limit the time period for bringing claims based on the EFTP. Therefore any action in arbitration or other legal action to enforce any right under this Agreement must be commenced within one year from the date of the occurrence giving rise to the claim or action. After the expiration of one year, we will not be liable for any act or omission arising out of our delivery of services under this Agreement. If applicable law does not allow this one-year time limit, then claims must be brought within the shortest applicable time period allowed under that law.
Cooperation in Loss Recovery
In any claim for damages, whether between the parties to this Agreement or with any third party, both FCE and you agree to use best commercial efforts to cooperate with each other, to the extent permitted by applicable law, in performing loss recovery efforts, sharing information, or in taking any action that either party may be obligated to defend or elect to pursue against a third party.
The credit we give you for any funds transfer is provisional until we receive final payment of the transfer amount. If we do not receive final payment, you agree to refund to us the full amount of the transfer. You also agree that the party initiating the funds transfer to you shall not be deemed to have paid you the amount of the transfer.
This Agreement supersedes and replaces all previous agreements on this subject between the parties.
Any authorized EFTP user may individually cancel or stop this service. Except for emergency situations, any change must be made in writing, and we must receive at least 30 days prior notice of the change. We are not liable for any loss due to transfers made prior to the expiration of this 30-day period. A change in authorized users must be accomplished in writing or in the same manner as your initial authorization. In emergency situations, deletion of an authorized representative may be made by telephone, followed by your immediate written confirmation.
You acknowledge being provided the information in this Agreement before you authorized us to transfer funds to or from your FCE loan account through Online Banking. You have read, understand and agree to all terms of this Agreement.