Online Banking

Online Business Banking Agreement
(Updated and containing all amendments through February 2, 2007)

Printable Version

THIS ONLINE BUSINESS BANKING AGREEMENT is made by and between Bank Rhode Island and the Customer who clicks on “Agree” at the end of this Agreement and completes the enrollment process for Online Banking.  The agreement of the Customer may be provided by an agent with actual or apparent authority.  This Agreement is effective on the date the enrollment process is completed by or on behalf of the Customer and submitted to the Bank. 

1. Definitions.  The following definitions apply to this Agreement:

• Online Banking is the Internet-based service through which the Customer may obtain access to the Customer’s Online Accounts and to the Bank’s Bill Payment Service.

• Online Cash Management is a selection of additional Online Banking Services that a Customer may request. 

• Online Account means any Bank RI deposit or loan account that the Customer has notified the Bank is to be available through Online Banking and supports the online feature.  All Online Accounts remain subject to the terms and conditions of the deposit or loan agreement pursuant to which the Account was established.  In the event that the terms of such deposit or loan agreement are inconsistent with the terms of this Online Business Banking Agreement, the terms of the deposit or loan agreement will control.

• Primary Account means the account that Customer has specifically identified as such.

• The Bank or Bank RI is Bank Rhode Island. 

  2. Basic Online Banking Service.  All Online Banking customers may access an Online Account for any of the following reasons:

• View current balance, transaction history and pending transactions processed online;

• Transfer funds among Customer’s Online Accounts.

  All Online Banking customers except Online Cash Management customers may also access an Online Account to:

• Initiate Bill Payment transactions as described in Section 7 of this Agreement.

  3. Online Cash Management. In addition to the Basic Online Banking Service, Online Cash Management Customers may access an Online Account for any of the following reasons:

• Place real-time stop payment orders on a check or a range of checks.

• Review account statistical information.

• Use the basic reconciliation capability.
  
  Online Cash Management Customers may also access an Online Account for the following type of transaction if the Customer has submitted an affirmative request for such service, in the form required by the Bank, and the Bank has approved the request:

• Order wire transfers or ACH transactions from or to any of Customer’s Online Accounts, as described in Section 6 of this Agreement.  The Bank may impose dollar limitations on any such ACH transactions.

  4. Access to Online Banking Services. The Basic Online Banking Service may be accessed through the use of an Internet-enabled device, an Internet Service Provider, an Access ID, and Password. Access to the Online Cash Management Service also requires a Company ID, User ID and User Password.  The Bank may also require the use of additional security measures, such as image authentication or security tokens, from time to time.  Online Banking Services are available 24 hours per day, 7 days per week, except during times that the Bank is performing maintenance, upgrades, or other services. Transactions entered through Online Banking will be processed on the business day they are transmitted, provided that transactions transmitted after any applicable cut-off time or at any time on a Saturday, Sunday, or bank holiday will be processed on the next business day.
   
  5. Authorized Users. Transactions for Customers using only Basic Online Banking shall be effected by the “Company Online Administrator,” or “Online Administrator,” designated by the Customer.  Transactions for Cash Management Customers may be effected by the Company Online Administrator or by a “Subordinate User,” authorized by the Company Online Administrator. Only the Online Administrator can authorize or terminate the authorization of a Subordinate User.  The Bank cannot authorize or terminate the authority of a Subordinate User to access the Customer’s Online Accounts. Subordinate Users will have full access to all Online Accounts, including access to view account balances and activity and to effect transactions. The Company Online Administrator and all Subordinate Users shall be deemed to be duly authorized representatives of the Customer with respect to all transactions effected online.
  The Online Administrator and each designated Subordinate User shall select a Password, which shall be entered into the Bank’s security system and shall, thereafter, be used by the Online Administrator or such Subordinate User to access the Online Services.  Persons authorized to confirm wire transfers for the Customer shall also select a Personal Identification Number (PIN), which shall be entered into the Bank’s security system and be used to verify the identity of the person confirming the wire transfer. 

The Bank shall be entitled to rely on the apparent authority of any person who accesses the Online Services using a valid Password or confirms a wire transfer using a valid PIN.  Except as otherwise provided by law, the Customer will indemnify the Bank and hold it harmless for any loss or expense caused by any person who accesses an Online Service or confirms a wire transfer using any Password or PIN issued pursuant to this Agreement.

6. Wire Transfers; Automated Clearing House (ACH) Transfers. From time to time, Online Cash Management Customers may use the Online Service (i) to instruct the Bank to wire transfer funds, in a specified amount, from an Online Account to another account of Customer or to a specified third party on Customer’s behalf; or (ii) to make an ACH debit or credit to an Online Account or to an account of Customer or a third party at the Bank or at another financial institution.  If a wire transfer or ACH transaction involves an account at another financial institution, the other financial institution must be capable of receiving the transfer, debit, or credit from the Bank.  Customer will include with its instructions all information reasonably requested by Bank and will comply with any security procedures instituted by Bank.  The Customer will also comply with any set-up or other procedures required by the recipient of a transfer (such as the prearrangement required by the Internal Revenue Service for electronic tax payments).  The Customer agrees not to request an ACH debit to a third party account unless the Customer has in its possession, and will supply to the Bank on request at any time during the six year period thereafter, an authorization for the transaction signed or similarly authenticated by the third party.  Prior to using this service to wire funds, the Customer agrees to provide the Bank with a list of persons authorized to confirm wires and their chosen PINs.  The PINs will be used in the Bank’s wire transfer security procedure to verify the identity of the person representing the Customer when the Bank calls the Customer to verify the validity of a wire transfer request.

The Bank will use reasonable efforts to complete a wire transfer or ACH transaction in accordance with the Customer’s instructions, although transactions requested after the Bank’s normal cut-off time on any business day (as in effect from time to time) may not be completed until the next business day.  If the instructions include a receiving bank’s name and ABA number that are inconsistent, the transaction may be completed on the basis of the ABA number; if any recipient’s name and account number as provided by the Customer are inconsistent, the transaction may be completed on the basis of the account number.  If the Customer requests a modification to or cancellation of a transaction instruction, the Bank will use reasonable efforts to effect such modification or cancellation, but shall not be liable if it is unable to do so.

Customer agrees to comply with applicable rules, regulations, and laws in effect from time to time with respect to all requested wire transfer and ACH transactions.  This includes, but is not limited to, the ACH Rules and any requirements of the Office of Foreign Assets Control (“OFAC”).  Customer understands that information regarding OFAC requirements can be obtained by calling the OFAC Compliance Hotline, toll free, at 1-800-540-OFAC.  Information regarding the ACH rules can be obtained by contacting the National Automated Clearing House Association at 13665 Dulles Technology Drive, Suite 300, Herndon, Virginia 20171, or by calling (703) 561-1100.  Customer also understands that failure to comply with applicable ACH Rules could result in liability for fines and other penalties assessed against the Bank pursuant to those Rules, which Customer agrees to pay directly or to reimburse to the Bank.

7. Bill Payment Service.  Online Banking Customers (other than Online Cash Management customers) may use the Bill Payment Service to direct payments from a selected Online Account  (the “Payment Account”) to third party payees.

Customers may make bill payments in amounts from $1.00 to $10,000.00. All payments made through the Bill Payment Service must be payable in U.S. dollars to a payee located in the continental United States. The Bank reserves the right to restrict the types of payees to whom payments may be made using the Service from time to time.  The Bill Payment Service should not be used to make payments to settle securities purchases, payments to interest bearing accounts, tax payments, or court ordered payments. Payments for these payees will be the Customer’s sole responsibility if delayed or improperly processed or credited.

Sufficient funds to cover a requested payment must be available in the Payment Account on the date specified by the Customer for the Bank to process the payment (the “Transaction Date”). If that day falls on a non-business day (Saturday, Sunday or holiday), funds must be available in the Payment Account on the following business day (e.g., Monday).  The Bank may make a bill payment either by transferring funds electronically to the payee or by mailing a check to the payee.

The Customer may choose to schedule payments to recur in the same amount at regular weekly, monthly, or semi-monthly intervals.

All specified Transaction Dates should be at least five (5) business days before the payment due date (that is, the due date shown on the invoice or provided in the agreement between the Customer and the payee, not taking into account any applicable grace period). If the Customer does not allow the lead-time specified in this paragraph, the Customer will be fully responsible for all late fees, finance charges, or other action taken by the payee. If the Customer schedules a payment and follows all instructions provided, but the payment is not received by the payee in a timely manner, the Customer should notify the Bill Pay Support Center promptly at 866-266-6812 (Monday-Friday, 7:30 a.m. to 11:00 p.m. Eastern Time).  The Bank’s service provider will work with the payee to determine why the late charge was assessed and to attempt to have it reversed, provided: (i) the payment was properly scheduled at least 5 business days before the payment due date; (ii) Customer entered the correct payee name, address, account number, and payment amount in the Bill Payment system; and (iii) the Payment Account contained sufficient available funds to make the payment.

Bank Rhode Island is only responsible for exercising ordinary care in processing and sending payments upon the Customer’s authorization in accordance with this Agreement.  Even if the Bank fails to exercise ordinary care, the Bank will not be liable in any way for damages incurred by the Customer if the Customer does not have sufficient funds in the Payment Account to make the payment on the Transaction Date, for delays in mail delivery, for changes to the payee's address or account number (unless the Customer has advised the Bank of the change sufficiently in advance), for the failure of any payee correctly to account for or credit the payment in a timely manner, or for any other circumstances beyond the control of the Bank.

If the Online session during which the Customer schedules a payment or transfer ends by 3:00 p.m., the Bank will be considered to have received the payment or transfer instructions on that day. Otherwise, the instructions will be considered received on the following business day. For all entries made using the Service, the time recorded by the Service controls.

The Bank withdraws funds from the Payment Account to make a bill payment on the Transaction Date.  The Bank is not required to complete the bill payment transaction if there are not sufficient available funds in the Payment Account (including any linked overdraft account) on the Transaction Date.

Payments made through the Bill Payment service are assigned a unique confirmation reference number. Customer may review the status of payments on the Bank’s online banking system by clicking on the Bill Payment account link. 

Bill Payment transactions are marked “Pending Payments” until the Transaction Date, and then moved to “Payment History” when completed.  Customer may stop or edit any “pending” bill payment through the Online Bill Payment Service, free of charge, up until 3:00 p.m. Eastern Time on the Transaction Date.  Normally, completed payments cannot be stopped.  For question about stopping a payment after 3:00 p.m. on the Transaction Date, call the Bill Pay Support Center as soon as possible at 866-266-6812 (Monday-Friday, 7:30 a.m. to 11:00 p.m. Eastern Time).

For recurring payment requests, if Customer designates a Transaction Date of the 28th through the 31st of a month, processing will be initiated on the last business day of the month.  Otherwise, recurring payment requests will be processed on the Transaction Dates Customer has designated, unless such date falls on a non-business day, in which case the payment will be processed on the next business day.

If the Bill Payment Service is terminated (either by the Customer or the Bank), any bill payments scheduled to be made through the Service in the future will be canceled.
 
8. Limitations on Savings Account Transactions.  All savings accounts (including statement savings accounts and money market deposit accounts) are subject to legal limitations on the number of transfers from the account each statement period.  The Customer can make no more than a total of six transfers per account per statement period by check or debit card (if the account includes check access), preauthorized or automatic transfer, telephone, or Online Banking.  No more than three of the total number of transfers may be by check or debit card.  Transfers to pay a BankRI loan account are not limited.

9. Fees. The Customer agrees to pay the fees assessed by the Bank from time to time for Online Banking Services.  Any Online Banking Service fees, when due, shall be deducted from the Primary Account.  Current monthly access charges and individual service fees (such as fees for insufficient funds, transactions, stop payment orders, and check copies) are disclosed in our Banking Services and Fees brochure.

10. Foreign Exchange. The foreign exchange rate applicable to transfers denominated in currency other than United States Dollars shall be the Bank’s selling rate for the designated currency at the time the corresponding bank confirms the transactions and locks in the rate.  If the Customer becomes entitled to a refund as the result of a modification or cancellation of the instructions or otherwise, the exchange rate applicable to the refund shall be the Bank’s buying rate for the foreign currency to be refunded at the close of business on the day the Bank makes the refund.

11. Indemnification; Limitation on Liability.   Customer agrees to indemnify and hold harmless the Bank and the Bank’s employees, officers, directors, and trustees from and against any claim, liability, damage, penalty, or other expense of any nature (including, without limitation, attorneys’ fees and court costs) arising directly or indirectly from the Customer’s breach of any obligation under this Agreement or any claim relating to the accuracy, completeness, or legibility of instructions or information transmitted to the Bank, or to the authority of any person acting on behalf of Customer.

Notwithstanding any other provision of this Agreement, the Bank shall have no liability to Customer: (a) for any failure to make a transfer after the Customer’s Account has been blocked for failure to have sufficient available funds on deposit in the specified Account to make a requested transfer; (b) for any failure to make a transfer for which Bank did not receive instructions in accordance with this Agreement; (c) for any action or inaction, including any transfer made or not made, in good faith reliance on instructions that Bank believed to have been given by an authorized representative of Customer; (d) for any failure to make a transfer if such failure is the result of circumstances outside the Bank’s control, including (but not limited to) work stoppages, interruptions in communications, power failures, riots, or acts of god; or (e) for any other failure or error, unless such failure or error was the result of the Bank’s gross negligence.  In addition to and notwithstanding the preceding sentence, the Bank shall not be liable under any circumstances for any special, consequential, or incidental damages.

12. Notices; Messages.   Any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered: (1) in hand; (2) by telecopier, subject to confirmation of receipt; (3) by overnight courier; or (4) by first class mail.  Notices shall be addressed, if to the Customer, to the most recent address the Bank has in its records for Customer and, if to the Bank, to P.O. Box 9488, Providence, Rhode Island 02940-9488, Attention: Internet Banking Department.  Either party may change its address for notices by giving notice of the new address in accordance with this paragraph.  All notices shall be effective on the actual date of receipt or 3 days after being given as specified in this paragraph, whichever is earlier.

If a Cash Management Customer sends the Bank an electronic mail message, the Bank will be deemed to have received it on the following business day.  If the Bank sends the Customer an electronic mail message, the Customer will be deemed to have received it three (3) business days after the date sent by the Bank, whether or not the Customer accesses the Service during that time.

The Customer should not rely on electronic mail for communications that must be immediate — for example, to report an unauthorized transaction or to stop a payment that has already been issued.  For urgent commu¬nications, please telephone the Customer Support Center at the number shown below.

13. Amendments.   This Agreement may be amended from time to time by the Bank or by mutual agreement of the Bank and the Customer.  The Bank shall give the Customer notice of any amendment made by the Bank unilaterally, which notice may be provided electronically or in any of the methods specified in Section 12, above.  Any amendment agreed to by the Bank and the Customer shall be expressed in a written agreement that is signed by both parties.

14. Termination.   This Agreement may be terminated by notice given by either party at any time.  Any termination by the Customer shall be effective 25 days after notice or on any other date that is mutually agreeable to the parties.  Any termination by the Bank shall be effective on the date specified in the notice of termination.