Effective August 15, 2016
This Business Online Banking Service Agreement (“Agreement”) is between Wilmington Savings Fund Society, FSB, (“the financial institution”, “we,” “us,” “our,” “Bank” or “WSFS”), providing WSFS Business Online Banking and each business Customer who has enrolled in our Business Online Banking and any person authorized by the business to use the business’s Business Online Banking Service (collectively,” Customer,” “you,” “your” or “yours”). You agree with us as follows:
1. Business Online Banking Service. Subject to the terms of this Agreement, Bank agrees to provide a business online banking service for Customer (the “Business Online Banking Service”). The Business Online Banking Service is an Internet-based service that allows Customer to electronically receive information about activity in Customer’s accounts and to initiate certain electronic transactions as agreed upon by Bank and Customer. The Business Online Banking Service consists of information reporting, transaction initiation and instruction entry services supporting those services. Any applicable service requirements, such as hardware compatibility and the User Guides and Operating Procedures for Customer use, have been or will be provided to Customer and are incorporated as part of this Agreement without further action of the parties.
2. Limitations on Use of Business Online Banking Service. Customer agrees that: (i) it shall not use the Business Online Banking Service in connection with any activity other than those permitted by the terms of this Agreement unless Customer obtains the prior written approval of Bank, and/or applicable law; (ii) Customer will not use, and will prohibit its Customer Representatives from using, any electronic communication feature of the Business Online Banking Service for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening; and (iii) it shall immediately cease any and all use of the Business Online Banking Service upon termination of the Service Agreement, or upon termination of access to the Business Online Banking Service by Bank.
3. Service and Performance Levels; Limitations.
(a) Instructions and other communications from Customer or any of its Customer Representatives received by Bank through the Business Online Banking Service on or before the Cutoff Times designated by Bank from time to time shall be processed or otherwise acted upon the same day, and those received after such Cutoff Time shall be processed or otherwise acted upon on the next day that is a Business Day of both Bank and its applicable service provider, unless (i) such instruction or communication specifies another date, (ii) processing is not feasible due to Customer's or a necessary third party's unavailability, or (iii) by its nature, the instruction or communication does not anticipate or require such processing.
(b) To the extent made available by Bank’s service provider(s) from time to time, Bank may provide Customer alternative access to the Business Online Banking Service features on a “commercially reasonable efforts” basis. Bank shall notify Customer promptly of any system interruption in such manner as Bank may deem reasonable. If notification on the Business Online Banking Service website accessible to Customer is feasible, that manner of notification shall be deemed reasonable for all purposes. Customer also agrees that telephone or e-mail notification by Bank shall also be deemed reasonable if either of those methods is selected by Bank.
(c) The balance and the activity information that Customer obtains through the Business Online Banking Service are current as of the time the information is sent by Bank’s system to Bank’s service provider. Nonetheless, balance information may not reflect all current transactions due to delays in transmissions of data with segments of Bank’s system or updates of data between Bank and its service provider or between the service provider and the Customer. For example, there may be delay or lag between the time information is sent from Bank’s other data systems to a service provider and the time it is received at the Customer’s computer and the information may change during that time delay. Some transactions are provisional, and these will be identified as current day transactions.
(d) Bank shall make good faith efforts to notify Customer in advance of any update releases or other changes in the existing Business Online Banking Service that may reasonably be expected to affect Customer’s use of the Business Online Banking Service.
(e) BANK DOES NOT WARRANT THAT THE BUSINESS ONLINE BANKING SERVICES WILL BE MERCHANTABLE OR SUITABLE FOR ANY INTENDED PURPOSE OF CUSTOMER. ALL SUCH SERVICES ARE OFFERED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER, EXCEPT SOLELY AS MAY BE EXPRESSLY PROVIDED IN THIS SERVICE AGREEMENT. BANK ALSO DOES NOT WARRANT THAT THE BUSINESS ONLINE BANKING SERVICE DOES NOT INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
4. Access to Business Online Banking Service. The Business Online Banking Service may be accessed through the use of an Internet-enabled device, an Internet Service Provider, and a “Company ID”, “User ID”, and password. The Business Online Banking Service generally will be available 24 hours per day, 7 days per week, except during times that Bank is performing maintenance, upgrades, or other services. Except as otherwise provided in this Agreement, transactions entered in accordance with this Agreement will be processed on the Business Day they are received by Bank, provided that transactions received after any applicable Cutoff Time or at any time on a Saturday, Sunday, or Bank holiday will be processed on the next Business Day.
5. Authorized Users; Security.
(a) All transactions shall be effected by the System Administrator designated by the Customer or by a Subordinate User authorized by the System Administrator. Only the System Administrator can authorize or terminate the authorization of a Subordinate User. The System Administrator and all Subordinate Users shall be deemed to be Authorized Representatives of the Customer with respect to all transactions effected through the Business Online Banking Service.
(b) Bank will provide a Company ID, User ID and a temporary password to the System Administrator who shall use it to enter the Business Online Banking Service. The System Administrator will be prompted to change the password upon initial entry. System Administrator shall select a User ID and temporary password for each Subordinate User. Subordinate User shall enter the information provided by the System Administrator to access the Business Online Banking Service. He/she will be prompted to change the temporary password upon initial entry. BANK SHALL BE ENTITLED TO RELY ON THE APPARENT AND/OR IMPLIED AUTHORITY OF ANY PERSON WHO ACCESSES THIS SERVICE USING A VALID PASSWORD. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CUSTOMER WILL INDEMNIFY BANK AND BANK’S AGENTS AND SERVICE PROVIDERS, AND HOLD EACH OF THEM HARMLESS FOR ANY LOSS OR EXPENSE CAUSED BY ANY PERSON WHO ACCESSES THE BUSINESS ONLINE BANKING SERVICE USING ANY PASSWORD ISSUED PURSUANT TO THIS SERVICE AGREEMENT.
(c) All users will be automatically prompted to change their password every ninety (90) days. (Note: In the event the System Administrator wants or needs to change their password they will need to contact the Support Center and Subordinate User would need to contact their System Administrator.)
(d) Service providers used by Bank may require additional sign-on protocols, user identifications and passwords as a condition to Customer’s access to certain of the Business Online Banking Services. Customer agrees to abide by any special terms and conditions imposed in connection with multi-level security requirements.
(e) Data transferred via the Business Online Banking Services is encrypted in an effort to provide transmission security. Notwithstanding efforts by Bank and its service providers to insure that the Business Online Banking Services are secure, Customer acknowledges and agrees that the Internet is inherently insecure and that all data transfers (including transfer requests, bill payment instructions and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. Bank and its service providers cannot and do not warrant that all data transfers utilizing the Business Online Banking Services will not be monitored or read by others. Customer agrees not to use e-mail to transmit confidential information to Bank or its service providers. Bank and its service providers may disregard any e-mail from Customer or any of Customer’s employees, representatives or agents that seeks to accomplish a transfer to or from an Account or otherwise to transact on an Account.
6. Fees. Customer agrees to pay the fees assessed by Bank from time to time for Business Online Banking Services. The initial appropriate Cost Summary for the Service has been provided to Customer in connection with establishing this Service. Bank may deduct and setoff any Business Online Banking Service fees, when due, from any account maintained by Customer with Bank from time to time.
7. Online Bill Payment Service The terms of this section apply if the “Online Bill Pay” Service has been selected by Customer to be provided by Bank (by selecting the box for such Service on the Agreement, or as evidenced by the provision of such Service by Bank to or for Customer).
1. Definitions. The following words or terms shall have the meanings set forth below:
(a) “Bill Payment Service” means the bill payment Service as offered by Bank from time to time.
(b) “Billing Account” is the checking account from which all Bill Payment Service fees will be automatically debited.
(c) “Delivery Date” is the date that Customer specifies for a payment to be delivered to the applicable Payee. Customer is advised to select a Delivery Date that is sufficiently prior to the Due Date so as to permit the payment to be received and processed by the Payee before such Due Date in accordance with the terms of the Bill Payment Service.
(d) “Due Date” is the date reflected on Customer’s Payee statement for which the payment is due. It is not the late date or grace period.
(e) “Funding Account” is the checking account from which bill payments will be debited.
(f) “Payee” is the person or entity to which Customer desires a bill payment to be directed and/or is the person or entity from which Customer receives electronic bills, as applicable.
(g) “Payment Instruction” is the information provided by Customer to the Bill Payment Service as required by Bank for a bill payment to be made to a Payee (including, but not limited to, Payee name, Payee account number, and Send Date).
(h) “Scheduled Payment” is a payment that has been scheduled through the Bill Payment Service but has not begun processing.
(i) “Send Date” is the Business Day on which the Customer’s Funding Account will be debited.
2. Payment Scheduling.
Payments requested by Customer on the same Business Day as your Online Banking session will be processed after the Cutoff Time of 9:00 p.m. prevailing Wilmington, Delaware time, Monday through Friday. If Customer schedules a payment for a future date, the Bank will process the transaction after the Cutoff Time on the Send Date, if that day is a Business Day. If the Bank receives a Customer’s instruction after the Cutoff Time, or if the date requested for a future or recurring bill payment is not a Business Day, then Bank will process the transaction after the Cutoff Time on the next Business Day.
Due to the time required to process a bill payment to be sent to a Payee, there will be a delay between the Send Date and the Delivery Date. The Send Date will be three (3) Business Days prior to the Delivery Date for payments to Payees who can accept electronic payments, or five (5) Business Days for those Payees who require Bank to send a paper check or bank draft.
This delay between the Send Date and Delivery Date generally allows sufficient time for the Payee to receive and post a Customer’s payment. When making an individual payment Customer should refer to the —“Make Payment” on-line screen to determine the time period required for a timely payment. A payment is referred to as a “Pending Payment” starting at the time a Customer schedules it. A payment is “In Process” after the Cutoff Time on the scheduled date and is “Processed” on the Send Date. If Bank receives your instructions after the end of its Business Day (Cutoff Time), or if the date Customer requests for a future or recurring payment is not a Business Day, then Bank will process the transaction at the end of the next Business Day.
3. Service Guarantee.
Due to circumstances beyond the control of the Bank or its Bill Payment Service (including without limitation, fires, strikes, floods, unusually severe weather conditions, embargoes, labor disputes, court order, acts of terrorism or sabotage, war, quarantine restrictions, insurrection, riots, accidents, delays of carriers or suppliers, loss of supply or market, equipment failures, voluntary or mandatory compliance with any governmental act, regulation or request, acts of God or by public enemy, network outages, transportation delays, or delays associated with the delivery, implementation or performance of third parties or vendors not under the direct or indirect control of the Bank), particularly delays in handling and posting payments by Payees or financial institutions, some transactions may take longer to be credited to a Customer’s account. In such circumstances, and subject to Item 4 below, Bank will bear responsibility for any late payment related charge(s) up to a total cumulative maximum amount of fifty dollars ($50.00) should a payment or payments post after its respective Due Date as long as the payment or payments was or were scheduled in accordance with the guidelines described above under "Payment Scheduling" and the following paragraph.
Notwithstanding any other provision of this Agreement, it shall be Customer’s responsibility to schedule bill payments sufficiently in advance of the payment’s Due Date so that the payment can be received and processed by the Payee before such Due Date. Bank shall not be responsible for any late fees, interest charges, and/or penalties imposed by a Payee where Customer did not schedule the payment so as to allow for the time it takes Bank to process the payment and for the Payee to receive and process the payment.
4. Payment Authorization and Payment Remittance.
Customer hereby represents and warrants that the individual who executed the application for or otherwise requested the Bill Payment Service is acting with full authority for Customer, and that such individual has been duly authorized to execute such application and otherwise request the Bill Payment Service on Customer’s behalf. By providing the Bill Payment Service with names and account information of Payees to whom Customer may wish to direct payments, Customer authorizes Bank to follow the Payment Instructions that Bank receives through the payment system. In order to process payments more efficiently and effectively, Bank may edit or alter payment data or data formats in accordance with Payee directives.
When Bank receives a Payment Instruction, Customer authorizes Bank to debit Customer’s Payment Account and remit funds on Customer’s behalf so that the funds arrive as close as reasonably possible to the Delivery Date designated by Customer. Customer also authorizes Bank to credit Customer’s Payment Account for payments returned to Bank by the United States Postal Service or Payee, or payments remitted to Customer on behalf of another authorized user of the Bill Payment Service.
Bank will use commercially reasonable efforts to make all Customer’s payments properly. However, Bank shall not be liable or incur any liability, and any Bank service guarantee shall be void if Bank is unable to complete any payments initiated by Customer because of the existence of any one or more of the following circumstances:
(a) If, through no fault of Bank, Customer’s Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the line of credit limit of Customer’s overdraft account;
(b) The payment processing center is not working properly and Customer knows or has been advised by Bank about the malfunction before Customer executes the transaction;
(c) Customer has not provided Bank with the correct Payment Account information, or the correct name, address, phone number, or account information for the Payee; and/or, a circumstance beyond the control of the Bank or its Bill Payment Service (including without limitation, fires, strikes, floods, unusually severe weather conditions, embargoes, labor disputes, court order, acts of terrorism or sabotage, war, quarantine restrictions, insurrection, riots, accidents, delays of carriers or suppliers, loss of supply or market, equipment failures, voluntary or mandatory compliance with any governmental act, regulation or request, acts of God or by public enemy, network outages, transportation delays, or delays associated with the delivery, implementation or performance of third parties or vendors not under the direct or indirect control of the Bank) prevents the proper execution of the transaction, and Bank has taken reasonable precautions to avoid those circumstances.
Provided none of the foregoing exceptions are applicable, if Bank causes an incorrect amount of funds to be removed from Customer’s Payment Account or causes funds from Customer’s Payment Account to be directed to a Payee which does not comply with Customer’s Payment Instructions, Bank shall be responsible for returning the improperly transferred funds to Customer’s Payment Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment related charges.
5. Payment Methods.
Bank reserves the right to select the method in which to remit funds on Customer’s behalf to Customer’s Payee. These payment methods may include, but may not be limited to, an electronic payment, an electronic check payment, or a laser draft payment. (Funds remitted to the Payee are deducted from Customer’s Payment Account when the laser draft is presented to Customer’s financial institution for payment).
8. Fund Transfers between Accounts at WSFS Bank
(a) Fund Transfer services allow you to transfer funds between your accounts with WSFS. You must be a System Administrator or Subordinate User on any account linked for transfer purposes.
(b) Fund transfers between Accounts at WSFS requested on the same Business Day as your Online Banking session will be processed that same day if received by 11:00 p.m. Eastern Time Monday through Friday (Cutoff Time). If you schedule an Account fund transfer for a future date, we will process the transaction at the first system available time on the transfer date, if that day is a Business Day. If we receive your instruction after the Cutoff Time, or if the date you request for a future or repeating Account fund transfer is not a Business Day, we will process the transaction on our next Business Day.
(c) The Bank reserves the right to limit the frequency and dollar amount of transactions from your accounts for security, credit, legal/regulatory or other reasons, as the Bank may determine at any time and from time to time at its sole discretion.
(d) The Bank is not obligated to make any transfer unless the account from which you are transferring funds has sufficient available funds to cover the transfer on the date the transfer is requested.
(e) Cancelling Fund Transfers: You may cancel a pending fund transfer. Since most fund transfers post immediately to Accounts when processed through Online Banking, the easiest way to cancel a fund transfer is to process it in reverse. If you want to stop or change future dated or recurring transfers you have instructed WSFS to make, you can access the appropriate function in Online Banking at least one (1) business day prior to the scheduled transfer date.
9. Line of Credit Advances (AVAILABLE TO SMALL BUSINESS CUSTOMERS ONLY) If you are a Small Business Customer with a Small Business Line of Credit and a Small Business deposit account, you may advance the amount of available funds from a line of credit owned by you to a deposit account with the same tax identification number. Only Small Business Customer User IDs with deposit accounts under a single tax identification number will have access to make line of credit advances. Your line of credit advance is deducted from your account effective immediately if the line of credit account has adequate funds and security controls are met. The Bank is not obligated to make any transfer unless the line of credit from which you are transferring funds has sufficient available funds to cover the advance on the date the advance is requested. If there are insufficient available funds in the line of credit, or if making an advance would cause your line of credit account to exceed your credit limit, we may refuse or reverse the advance. Each advance made from a line of credit account will be treated as a loan advance. You can cancel a future automatic line of credit advance from your account by using the electronic functions provided on the Site.