This Online Access Agreement ("Agreement") for accessing your FAIRWINDS Credit Union accounts through FAIRWINDS Online explains the terms and conditions governing the online banking services and bill pay offered through FAIRWINDS Online. By using the FAIRWINDS Online Services, you agree to the terms and conditions of this Agreement.
This Article I, and Articles II, III, VI and VII contain terms, conditions and provisions applicable generally to this Agreement and all products, services and relationships provided under, arising from or contemplated by this Agreement. Article IV contains additional terms, conditions and provisions applicable to the wire transfer services offered by FAIRWINDS Credit Union, and Article V contains additional terms, conditions and provisions applicable to the commercial account electronic funds transfer (ACH) services offered by FAIRWINDS Credit Union.
As used herein, the terms "we," "us," "our," "FAIRWINDS" and "Credit Union" refer to FAIRWINDS Credit Union; "You" refers to the business entity which applies for and uses the FAIRWINDS Online Services, or any of them, or on behalf of which any of such service are used by any Authorized User; the term "Authorized User" refers to any individual or entity authorized by you or any person acting on your behalf to access account information and/or conduct any transaction on any of your FAIRWINDS Credit Union accounts through FAIRWINDS Online; "FAIRWINDS Online Services" means the wire transfer services provided pursuant to Article IV hereof, the electronic funds transfer (ACH) services provided pursuant to Article V hereof and all other products and services provided through use of FAIRWINDS Online; and the term "business days" means Monday through Friday, excluding Saturday, Sunday and Federal holidays.
FAIRWINDS Online can be used to access FAIRWINDS Credit Union accounts. Each of your accounts at FAIRWINDS is also governed by the applicable account disclosure statement ("Business Membership and Account Agreement").
II. Accessing Your FAIRWINDS Credit Union Accounts Through FAIRWINDS Online
To access your accounts through FAIRWINDS Online, you must have a FAIRWINDS Credit Union account and an Online user name and password. In addition, the first time you log on to FAIRWINDS Online, we will ask you to establish and answer certain security questions. We may ask you these questions and verify your answers when you subsequently log on to access your accounts through FAIRWINDS Online.
A business must be operating under a taxpayer identification number or the owner's Social Security Number to have access to these accounts.
B. Electronic Mail (E-mail)
Sending electronic mail (Secure E-mail) through FAIRWINDS Online is a secure way to communicate with FAIRWINDS. Secure E-mail is provided for you to ask questions about your account(s) and provide general feedback. Secure E-mail is accessible after you sign on to a session of FAIRWINDS Online with your password. To ensure the security of your account information, we recommend that you use Secure E-mail when asking specific questions about your account(s).
You cannot use Secure E-mail to initiate transactions on your account(s). For banking transactions, please use the appropriate functions within FAIRWINDS Online or call 407.277.5045 / 800.443.6887.
There are no monthly or transaction fees for accessing your account(s) through FAIRWINDS Online.
Fees may apply to individual services available through your FAIRWINDS Online account.
D. New Services
FAIRWINDS Credit Union may, from time to time, introduce new online services. By using these services when they become available, you agree to be bound by these rules (as the same may be amended from time to time) governing your use of the services.
E. Benefits of Using FAIRWINDS Online
With FAIRWINDS Online, you can manage your business accounts from your home or office on your personal computer. You can use FAIRWINDS Online to:
- View account balances and review transaction history.
- Transfer money between accounts.
- Send payments (e.g., payroll, customer refunds) or withdraw payments using ACH.
- Send money by Wire, Domestically or Internationally.
III. Terms and Conditions
The first time you access your FAIRWINDS Credit Union accounts through FAIRWINDS Online you agree to be bound by all the terms and conditions of this Agreement and acknowledge your receipt and understanding of this disclosure.
A. Your Online Password
You will be given an Online Password that will give you access to your FAIRWINDS Credit Union accounts through FAIRWINDS Online. This password can be changed within FAIRWINDS Online using the options button. FAIRWINDS Credit Union will act on instructions received under your password. For security purposes, it is recommended that you change your password regularly, memorize your password and do not write it down. You are responsible for keeping your user name, password, member/account numbers and other account data confidential.
B. Payment Account
Although there are no fees for accessing your accounts through FAIRWINDS Online, you may be asked to designate a payment account for selected services such as Bill Pay, Wire Transfer and Electronic Funds Transfer Service (ACH). You agree to pay promptly all fees and charges for services provided under this Agreement, and authorize us to charge the account that you have designated as the payment account or any other account for any such fees and charges.
If you close the payment account, you must notify FAIRWINDS Credit Union and identify a new payment account for the selected services. Additionally, if you close all FAIRWINDS Credit Union accounts, you must notify FAIRWINDS Credit Union Member Services to cancel the FAIRWINDS Online Services.
Your Online access may be canceled by FAIRWINDS at any time without prior notice for any reason, including, without limitation, your failure to access your FAIRWINDS Credit Union accounts through FAIRWINDS Online during any (1) one year period or insufficient funds in one of your accounts. Please note that your bill payment information will be lost if your Online access is canceled. After cancellation, FAIRWINDS Online Services may be reinstated in our sole discretion. Reinstatement may be conditioned upon such terms as we may require in our sole discretion, including that sufficient funds be available in your accounts to cover any fees and other pending transfers or debits. In order to reinstate your services, you must call FAIRWINDS Credit Union Member Services at 407.277.5045 / 800.443.6887.
You agree to be responsible for any telecommunication charges incurred by accessing your FAIRWINDS Credit Union accounts through FAIRWINDS Online.
If you wish to cancel any of the FAIRWINDS Online Services offered through FAIRWINDS Online, please contact FAIRWINDS Credit Union Member Services at 407.277.5045 / 800.443.6887 or send us cancellation instructions in writing to FAIRWINDS Credit Union, Member Services, 3087 N. Alafaya Trail, Orlando, FL 32826.
C. Our Liability
Except as specifically provided in this Agreement or where a different standard is required by law, you agree that neither we nor any of our service providers shall be responsible for any loss, property damage or bodily injury, whether caused by the equipment, software or FAIRWINDS Credit Union, or any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software, the FAIRWINDS Online Services, or Internet browser or access software.
D. Overdrafts: Order of Payments, Transfers, Other Withdrawals
If your account has insufficient funds to perform all electronic funds transfers (ATM withdrawals, pre-authorized transactions, FAIRWINDS Online transfers and bill payments, etc.) that you have requested for a given business day, then:
- Certain electronic funds transfers involving currency disbursement, such as ATM withdrawals, will have priority, and
- Electronic funds transfers initiated through FAIRWINDS Online may result in an overdraft of your account and may, at FAIRWINDS Credit Union's discretion, be canceled.
In addition, you will be charged the same overdraft charges that apply to your account.
E. Hours of Accessibility
You can access your FAIRWINDS Credit Union accounts through FAIRWINDS Online seven days a week, 24 hours a day. However, at certain times, some or all of FAIRWINDS Online Services may not be available as a consequence of system maintenance. You will be notified online when this occurs.
A transfer initiated through FAIRWINDS Online before 7:00 PM on a business day is posted to your account the same day. All transfers completed after 7:00 PM on a business day or on a Saturday, Sunday or banking holiday, will be posted on the next business day.
F. Additional Terms and Conditions
Obtaining Account Balance and Transaction History - You can obtain balance and transaction history on all eligible accounts. Current balance and activity information is available as of the close of the previous business day.
Transferring Funds - The number of transfers from a savings account is limited as described in the Business Membership and Account Agreement. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold expires.
For security and other reasons, FAIRWINDS may establish and impose daily and/or monthly limits or restrictions on the number, dollar amount or type of transfers or transactions that you can make using the FAIRWINDS Online Services. Daily and monthly limits on ACH debit and credit transactions and daily limits on wire transmittals are set forth at the end of this Agreement. We may establish and change these limits at any time in our sole discretion. In addition, additional limitations are described in this Agreement and may be set forth in other agreements we have with you, disclosures we have provided to you or applicable laws and regulations. We will have no liability to you or any other person if we reject or refuse to process any transfer or transaction that would exceed any of the limitations described in this paragraph.
IV. Wire Transfer Service
Unless defined otherwise, all terms in this Article IV shall have the meaning set forth in Article 4A of the Uniform Commercial Code and Subpart B of Federal Reserve Regulation J.
- Terms and Conditions. You agree to submit wire transfer requests to FAIRWINDS in accordance with the terms and conditions of this Agreement. In all other respects, the terms and conditions of your Deposit Account Agreement with FAIRWINDS supplement this Agreement and apply to any such wire transfer request. If there is a conflict between these agreements, this Wire Transfer Agreement will control with respect to wire transfers.
- Service Description. You authorize FAIRWINDS to transfer funds from any account designated. Subject to the terms and conditions of this Agreement, FAIRWINDS will execute wire transfers in accordance with wire transfer requests from you and your Authorized Users. Funds must be available in the account specified in the wire transfer request at the time the wire transfer request is made. FAIRWINDS will not search for funds in accounts other than the one(s) specified in the wire transfer request.
- Fedwire Notice. In connection with your use of the Credit Union's wire transfer services, FAIRWINDS notifies you of the following:
- FAIRWINDS may use Fedwire when acting upon your request.
- Any subsequent Bank may use Fedwire when carrying out your wire transfer request.
- The rights and obligations of FAIRWINDS, any Bank and you in a wire transfer carried out through the use of Fedwire are governed by Federal Reserve Regulation J.
- Wire Transfer Requests. FAIRWINDS is authorized to accept wire transfer requests from any Authorized User. FAIRWINDS is also authorized to act upon such other directions and instructions relating to wire transfer requests, including the cancellation or amendment of prior wire transfer requests, as may be provided to FAIRWINDS from time to time by an Authorized User or as otherwise provided in this Agreement.
- Security Procedures. All wire transfers will be made in accordance with the Credit Union's security procedures. The security procedures are established for the purpose of verifying that a wire transfer request or a communication amending or canceling a request is that of you or an Authorized User or detecting error in the transmission or content of the request or communication. Our security procedures are: (1) completion of the wire transfer request form; (2) requiring use of your Online Password to establish access to FAIRWINDS Online, in the case of a wire transfer request initiated through use of FAIRWINDS Online; (3) requiring the use of a onetime passcode issued by us for your use in completing the wire submission; and (4) photo identification for requests submitted in person. You agree the methods and procedures for authorization and authentication of wire transfer requests described in this Agreement constitute commercially reasonable security procedures under applicable law. You agree that a wire transfer request or a communication amending or canceling a request accepted by us in accordance with the security procedures set forth herein shall be effective as your order, whether or not the order is in fact authorized by you.
- Recording and Records. You authorize the Credit Union, at our discretion, to record electronically all telephone calls between the Credit Union and any person acting on your behalf, and to keep those recordings as long as the Credit Union considers it necessary. You assume the duty of obtaining required consents from all Authorized Users for these recordings. If the Credit Union's records about a wire transfer request are different from your records, the Credit Union's records will govern. The Credit Union's records include its written records and any tape recordings about wire transfers. You agree that in the event the recording is unintelligible or ambiguous, the Credit Union's understanding of the communication will control. You agree to indemnify and hold harmless the Credit Union against any liability the Credit Union may incur as a result of such recording.
C. Payment to FAIRWINDS
Unless otherwise agreed to in writing, you must pay FAIRWINDS the amount of the wire transfer, plus any applicable fees, as stated in FAIRWINDS Fee Schedule, before FAIRWINDS will execute any wire transfer request. Additionally, any fees or charges either now or hereafter imposed on FAIRWINDS by the Federal Reserve or any other bank relating to the services provided by FAIRWINDS to you shall be added to the fees charged by FAIRWINDS effective the same day as such fees are imposed on FAIRWINDS.
D. Cut Off Time for Receipt of Payment Order
All instructions for wire transfer requests must be received by FAIRWINDS prior to 3:00 PM, prevailing time at FAIRWINDS, on the business day the transfer is to be made. FAIRWINDS has no obligation to accept any wire transfer request instructions after these deadlines. FAIRWINDS may change the cut off times set forth in this paragraph at any time, without prior notice to you.
E. Rejection of Wire Transfer
FAIRWINDS has the right, in its sole discretion, to reject any wire transfer request for an outgoing wire transfer for any reason including, but not limited to, insufficient funds or insufficient collected funds in the account specified, or incomplete or inaccurate wire instructions in the wire transfer request. You agree to indemnify and hold FAIRWINDS harmless from any and all liabilities, costs, and expenses FAIRWINDS may incur because of any such rejection. FAIRWINDS may notify you verbally, electronically or in writing if it rejects any request.
F. Cancellation or Amendment of Wire Transfer Request
You may not be able to cancel or amend a wire transfer request after it is received by FAIRWINDS. However, FAIRWINDS may, at its discretion, use reasonable efforts to act on your request for cancellation or amendment of a wire transfer request. FAIRWINDS shall have no liability if such cancellation or amendment is not effected. Furthermore, you agree that FAIRWINDS shall incur no liability whatsoever to you or any third party in attempting to cancel or amend the wire transfer.
G. Erroneous Requests
You understand that FAIRWINDS' normal operating procedures are not designed to detect or prevent your errors in wire transfer requests. Errors include (but are not limited to) providing FAIRWINDS with the wrong name and/or wrong account number of the beneficiary; providing FAIRWINDS with the wrong name and/or wrong account number of the beneficiary bank or intermediary bank (if applicable); providing FAIRWINDS with an incorrect amount of a wire transfer request or instructing FAIRWINDS to initiate the same wire transfer request twice. FAIRWINDS shall have no liability to you for your errors in wire transfer requests.
H. Reliance on Account Number and Bank Numbers
You understand that a wire transfer request may be processed and posted by FAIRWINDS and each bank handling the wire transfer request based on (a) the ACCOUNT NUMBER of the beneficiary and not by the name of the beneficiary, and (b) the identification number (such as FRD ABA routing number) of the beneficiary bank (and any specified intermediary bank) and not by the name of the beneficiary or any intermediate bank. The FEDERAL RESERVE DISTRICT AMERICAN BANKERS ASSOCIATION ("FRD ABA") routing number is the number assigned to each bank in the United States by the Federal Reserve System. It is your sole and exclusive obligation to make sure that the account number of the beneficiary and the identification number of the beneficiary bank (and any specified intermediary bank) are ABSOLUTELY, POSITIVELY correct. The credit union shall have no obligation to compare or otherwise ascertain that the name of a beneficiary agrees with the account number of the beneficiary or that the name of the beneficiary or any intermediary bank agrees with the identification number of the beneficiary or any intermediary bank, as the case may be, as provided by you.
I. Restricted Funds Transfer
FAIRWINDS reserves the right to delay or not to accept wire transfer requests for beneficiaries located in certain foreign countries, beneficiaries listed on the Office of Foreign Asset Control (OFAC) lists from the Department of Treasury, or for any other reason related to the Executive Order of the President, Foreign Governmental Embargos/Sanctions, or any Directives of Governmental Authorities. You agree to comply and cooperate with any and all procedures related to any wire transfer request. Without in any way limiting the foregoing, you agree to provide us with a physical address for the beneficiary of any wire transfer and such other information as we may request.
J. Account Statements
All wire transfers will be reflected on your periodic Credit Union statement. You should review each statement or other such Credit Union notice for any discrepancies in connection with wire transfers. If you believe a wire transfer is wrong, or if you need more information about a wire transfer, you must contact FAIRWINDS in writing upon discovery of the alleged error or within 14 days after you receive the first notice or statement which has a claimed discrepancy, whichever is earlier. Failure to do so will relieve FAIRWINDS of any obligation to pay interest on or otherwise compensate you for the amount of an unauthorized or erroneous wire transfer.
K. Method Used to Make the Wire Transfer
FAIRWINDS may select any means for the transmission of funds which it considers suitable, including but not limited to FAIRWINDS own internal systems or Fedwire. FAIRWINDS is not responsible for performance failure as a result of an interruption in transfer facilities, labor disputes, power failures, equipment malfunctions, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake or other circumstances not within FAIRWINDS control.
L. Authorization Changes
Wires may be initiated only from the account numbers designated on the wire transfer request. Changes by you in any information supplied to FAIRWINDS or any changes in the designated account shall not be binding upon FAIRWINDS until FAIRWINDS has received actual written notice of the changes at the address of FAIRWINDS designated in Paragraph M of Article VI hereof and has had reasonable time to implement them.
- Duty of Reasonable Care. FAIRWINDS shall exercise good faith and reasonable care in processing your wire transfer requests. You shall similarly exercise good faith and reasonable care in observing and maintaining security procedures in communicating wire transfer requests to FAIRWINDS, and in reviewing credit union statements or notices for any discrepancies. You are responsible for ensuring the accuracy of wire transfer requests and FAIRWINDS has no duty whatsoever to verify the accuracy of wire transfer requests, nor will it be liable for losses or damages arising out of wire transfer requests containing erroneous information.
- Liability of Credit Union. FAIRWINDS shall be liable for your lost interest and expenses directly related to your wire transfer request if FAIRWINDS fails to exercise ordinary care. FAIRWINDS is not liable in any case for any special, indirect, exemplary or consequential damages (including lost profits) of any kind. Compensation for loss of interest of use of funds will be, at FAIRWINDS option, in the form of an adjustment to your account(s) to reflect the average balance on account analysis that would have resulted had no error or delay occurred, or by a direct credit to your account, not to exceed FAIRWINDS actual cost of funds for the period and amount in question. The adjustment will be computed on a daily basis.
- Your Liability. You shall be liable for any loss or damage resulting from your breach of this Agreement or to which your negligence contributes, or which results from unauthorized, fraudulent, or dishonest acts by your current and/or former Authorized User. Such liability includes instances when a current or former Authorized User conducts one or more wire transfers to your detriment.
V. Commercial Account Electronic Funds Transfer Service (ACH)
You and FAIRWINDS agree to conduct all activities contemplated under this Article V in accordance with the Operating Rules of the National Automated Clearing House Association (NACHA), as amended from time to time, unless superseded by applicable federal or state law (e.g. Uniform Commercial Code Article 4A). Without in any way limiting the provisions of Article VI, Paragraph H hereof, you recognize and agree that we may terminate or suspend all or any part of this Agreement upon your breach of or failure to comply with any of the NACHA Operating Rules.
You represent and agree further that transactions originated by you or on your behalf under this Agreement shall comply with United States laws, including, without limitation, the Office of Foreign Assets Control (OFAC) enforced sanctions.
The parties involved with the Electronic Transfers Service are the following:
- You - the Originator of the electronic credit or debit.
- Your Payee/Drawer - the recipient of the electronic credit or debit.
- Us - the Originating Depository Financial Institution acting on your behalf.
- The Receiving Depository Financial Institution - the Financial Institution acting on behalf of your Payee/Drawer.
- National Automated Clearing House Association - the electronic clearing house network. A copy of the NACHA rules may be obtained at www.achrulesonline.org. Additional information regarding the ACH Rules and best practices can be found at www.eastpay.org.
You acknowledge and agree the types of ACH entries you can initiate and we will process are limited to the following: Prearranged Payment and Deposit Entries (PPD) and Corporate Credit or Debit Entries (CCD).
You will obtain authorization from your Payee/Drawer to electronically deposit or withdraw money from their checking and/or savings account prior to initiating an electronic transaction in accordance with NACHA Rules.
You shall immediately furnish such authorizations and documents to FAIRWINDS upon request.
Each transaction thereafter shall be made pursuant to such authorization, and you shall initiate no transaction after such authorization has been revoked or the arrangement between you and such Payee/Drawer has terminated.
You shall retain Payee/Drawer's authorizations and other documents related to the transaction for a period of two years after their expiration.
C. Notification of First Transaction
You will submit a notification to FAIRWINDS for delivery to the Receiving Depository Financial Institution at least ten (10) calendar days before initiating an authorized entry to your Payee/Drawer's account. You will also initiate a new notification when any change is made to the Payee/Drawer's account number, financial institution or individual identification number.
Notification records will be processed in the same manner as live dollar transactions, and may be submitted to the Credit Union on either a separate or combined transaction file.
In the event that notification is rejected or returned for any reason, you agree that you will not initiate any live entries until the problems are resolved and another notification has been accepted.
D. Authorized Signatures
Utilizing web page input, you will supply FAIRWINDS with the names and signatures and/or user identification numbers of those persons authorized to conduct EFT transactions on your behalf. Notwithstanding the foregoing, you hereby authorize all Authorized Users to conduct EFT transactions on your behalf, whether or not you have supplied the name and signature or user identification number of any such Authorized User to us.
E. Procedure for Transmittal Summary
You will provide FAIRWINDS with a Transmittal Summary containing authorized electronic credit or debit transactions. The Transmittal Summary must be received by FAIRWINDS via Cash Management System no later than 3:00 PM Eastern Time on the business day prior to the effective date, but no more than seven (7) days prior to the effective date.
F. Monetary Settlement; ACH Payments Provisional
You must maintain collected funds on deposit for the amount of debits initiated against your account. You authorize FAIRWINDS to place an administrative hold on collected funds on deposit in an amount equal to the debits to be initiated against your account pursuant to any transaction file. You acknowledge and agree the said hold shall be effective from the time we begin processing the transaction file until the effective date of the transaction file entries. You acknowledge and agree further that, in the event collected funds are not on deposit in an amount equal to the debits to be initiated against your account pursuant to any transaction file at the time we begin processing such transaction file, the transaction file will be rejected. We will provide electronic notice to you of the rejection of any transaction file and the steps you must take to resend the file. In the event collected funds are on deposit in an amount equal to the debits to be initiated against your account pursuant to any transaction file at the time we begin processing such transaction file, we will provide electronic notice to you of the processing of the transaction file.
Funds for incoming electronic transfers will be credited to your account on the transmission date. Funds for properly initiated debit entries that are completed will generally be made available to you on the settlement date for the entry. You acknowledge that ACH payments are provisional. Accordingly, we may credit funds to your account prior to final settlement of the funds transfer. You agree that, if we do not receive final settlement, we are entitled to a refund from you of amounts credited. You authorize us to take such amounts from any of your accounts.
G. Processing Delays
In the event FAIRWINDS is unable to process a transaction file for any reason, FAIRWINDS will use its best efforts to notify you or an Authorized User, but will have no responsibility for processing delays caused by its failure not to provide such notice.
H. Erroneous Entries
If you discover that an entry was initiated in error, you may originate a reversing entry to correct the error. The reversing entry must be provided to us in sufficient time for the reversing entry to be transmitted to the financial institution to which the erroneous entry was sent within 5 banking days of the settlement date of the erroneous entry. FAIRWINDS will utilize reasonable efforts on your behalf to correct the entry, but reversal or correction is not guaranteed. In all such cases, it will be your responsibility to notify your affected customers that an entry was made in error.
You recognize and agree, if any entry describes the receiver incorrectly or inconsistently by name and account number, the RDFI (or us, in connection with an on-us entry) may rely and make payment solely on the basis of the account number provided by you, even if the account number identifies a person other than the designated receiver, and such payment shall not excuse your obligation to make payment with regard to the entry.
I. Returned Transactions
FAIRWINDS will notify you by telephone, mail or e-mail when advised of any rejected transaction. You agree to accept any returned EFT transaction.
J. Resolution of Errors
Errors recognized by the Receiving Depository Financial Institution and identified as such through a Notification of Change ("NOC") to FAIRWINDS will be referred to you for resolution, except for NOCs we refuse as provided in the NACHA Operating Rules. FAIRWINDS will utilize its best efforts to assist you in the correction of any errors. You must make corrections within 6 banking days of your receipt of the NOC information or before the next transaction is initiated, whichever occurs later. Your failure to make corrections may result in fines and penalties.
K. Fee Schedule
Fees for the Electronic Funds Transfer Service will be charged to your account at FAIRWINDS. FAIRWINDS reserves the right to amend the fee schedule from time to time, upon 30 days prior written notice to you.
Fees for other banking services will be in accordance with FAIRWINDS' published fee schedule.
L. Security Procedures
Our security procedures are: (1) acknowledgment and acceptance of the online agreement form and/or amendment; (2) acknowledgement of daily and monthly limits approved (3) requiring use of your Online Password to establish access to FAIRWINDS Online, in the case of an ACH transaction initiated through use of FAIRWINDS Online; (4) requiring the use of a onetime passcode issued by us for your use in completing the ACH batch submission. Unless we permit you to establish a different security procedure, you agree that the security procedures set forth herein are commercially reasonable verification of payment orders and other electronic funds transfers. If we permit you to establish a different security procedure, you agree that procedure is a commercially reasonable method of verifying electronic funds transfers. You agree that, if we accept a payment order or other electronic funds transfer in good faith and in compliance with our security procedures, the payment order or other electronic funds transfer is effective as your order or transfer, as the case may be, whether or not authorized by you.
You agree to take commercially reasonable steps to secure the access devices (PCs, mobile devices, etc.) that will be utilized to perform online transactions, including but not limited to ACH transactions. Commercially reasonable steps shall include maintaining current antivirus protection or other similar available software to prevent the hijacking of your access devices, maintaining appropriate passwords and password security, and implementing any other reasonable procedures or policies to secure usage of the devices that will be used to access FAIRWINDS Online.
You can limit or restrict the authority granted Authorized Users with respect to ACH transactions through FAIRWINDS Online. Moreover, dual and triple control capabilities are available to you such that you can require action by up to three Authorized Users in order to submit a payment order or electronic funds transfer transaction through FAIRWINDS Online. For example, you can require that an ACH file created by one Authorized User be reviewed and released by another Authorized User. We strongly encourage you to take advantage of these security and control capabilities.
You also agree to establish, implement, and update, as appropriate, policies, procedures, and systems with respect to the initiation, processing, and storage of entries that are designed to (i) protect the confidentiality and integrity of Protected Information (hereinafter defined) until its destruction; (ii) protect against anticipated threats or hazards to the security or integrity of Protected Information until its destruction; and (iii) protect against unauthorized use of Protected Information that could result in substantial harm to a natural person. As used in this paragraph, "Protected Information" means non-public personal information, including financial information, of a natural person used to create, or contained within, an entry or any related addenda record.
M. Audit and Investigation
You agree that we may at any time, and from time to time, audit and investigate your compliance with the terms and conditions of this Agreement and the NACHA Operating Rules. Such audit and investigation may include, without limitation, (i) evaluation of your capacity to perform your obligations under this Agreement and the NACHA Operating Rules, (ii) assessment of the nature of your electronic funds transfer activity and the risks presented by such activity. You agree to cooperate with any such audit and investigation and permit us access, upon reasonable notice, to any and all of your books and records necessary, in our reasonable judgment, to conduct such audit and investigation. We shall have no obligation for your costs and expenses in connection with any such audit and investigation.
N. Our Liability
You understand and agree we may rely solely on information, representations and warranties provided by you pursuant to this agreement, we have no duty to ascertain the correctness of any information provided, and we have no responsibility for the accuracy or completeness of any such information. You agree further we shall not be liable for your acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or authorization of any entry received from you) or those of any other person, including, without limitation, our ACH Operator, and Federal Reserve Bank, any RDFI, or any receiver. No such person shall be deemed our agent. Without in any way limiting the foregoing, you agree we shall have no responsibility for any delay by our ACH Operation or any RDFI in processing any entry.
You agree that you shall be liable for, and to indemnify and hold harmless us from and against, all fines, penalties and other liabilities which may be imposed on us or you by anyone, including NACHA under its National System of Fines, relating to your use of the electronic funds transfer (ACH) services provided pursuant to this Agreement. You agree further to indemnify and hold harmless us from and against all losses or costs we may incur arising from your breach of any representation or warranty set forth herein. You agree we may, in addition to exercising other remedies available to us, collect any such fines, penalties, liabilities, losses or costs by debiting any of your accounts with us or by setting off such amounts against any amounts owed to you.
VI. General Terms
The provisions of this Article VI apply to all Articles of, and all services subject to, this Agreement, as the same may be amended from time to time.
A. Authorized Users
You and your system administrators acting on your behalf will designate your Authorized Users through the User Setup function on FAIRWINDS Online and assign user identifications to those Authorized Users. You and your system administrators can change your Authorized Users at any time. We recommend that you, as a security precaution, restrict the number of system administrators with the ability to change Authorized Users. You hereby approve and ratify any and all acts committed by any system administrator or other person with access to the User Setup function on FAIRWINDS Online. Any designation of an Authorized User by any system administrator or other person with access to the User Setup function on FAIRWINDS Online shall constitute a designation by you.
You agree that any Authorized User may transact any business on your behalf on any of your FAIRWINDS Credit Union accounts through FAIRWINDS Online. Subject to the express provisions of this Agreement and except as prohibited by applicable law, you agree that you are responsible for and bound by all transactions on your FAIRWINDS Credit Union accounts initiated or made through FAIRWINDS Online. Without in any way limiting the foregoing, you agree that any person or entity allowed by you to use FAIRWINDS Online will be an Authorized User and you are responsible for all transfers and transactions initiated or authorized by that person or entity, as the case may be. You agree that you have duly authorized each Authorized User to use FAIRWINDS Online and to act on your behalf with regard to the use of and conducting any transaction through use of FAIRWINDS Online. You hereby approve and ratify any and all acts committed by any Authorized User. Use of FAIRWINDS Online by any Authorized User shall constitute your use.
B. Consumer Protection Inapplicable
You acknowledge, represent and warrant that all accounts that can be accessed under this Agreement are not accounts established primarily for personal, family or household purposes and that your use of the FAIRWINDS Online Services, or any of them, is not primarily for personal, family or household purposes. Accordingly, the provisions of the Electronic Fund Transfer Act, as amended (15 U.S.C. 1693 et seq.), Federal Reserve Regulation E, as amended (12 C.F.R. 205), and any other laws or regulations intended for the protection of or governance of transactions involving consumers or consumer accounts do not apply to any service transactions affecting your accounts.
C. Exclusion of Warranties; Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE FAIRWINDS ONLINE SERVICES, OR ANY OF THEM, IS AT YOUR SOLE RISK. THE FAIRWINDS ONLINE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE FAIRWINDS ONLINE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE FAIRWINDS ONLINE SERVICES, OR ANY OF THEM, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE FAIRWINDS ONLINE SERVICES, OR ANY OF THEM, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF ANY OF THE FAIRWINDS ONLINE SERVICES WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS.
WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU REGARDING YOUR PC OR RELATED EQUIPMENT OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, FINANCIAL SOFTWARE), OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY HARMS, INJURIES OR CLAIMS FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING OR ARISING IN ANY WAY IN WHOLE OR IN PART FROM (a) THE USE OF OR THE INABILITY TO USE THE FAIRWINDS ONLINE SERVICES, OR ANY OF THEM, (b) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM USE OF ANY OF THE FAIRWINDS ONLINE SERVICES, (c) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (d) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE FAIRWINDS ONLINE SERVICES, OR ANY OF THEM, (e) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, (f) THE INSTALLATION, USE, OR MAINTENANCE OF ANY HARDWARE OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL SOFTWARE) OR OTHER EQUIPMENT AND/OR (g) ANY OTHER MATTER RELATING TO ANY OF THE FAIRWINDS ONLINE SERVICES OR YOUR USE OF ANY THEREOF.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES AND COSTS) CAUSED BY OR ARISING FROM YOUR USE OF THE FAIRWINDS ONLINE SERVICES, OR ANY THEREOF, OR THE USE OF THE FAIRWINDS ONLINE SERVICES, OR ANY THEREOF, BY ANY OF YOUR AUTHORIZED USERS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE FAIRWINDS ONLINE SERVICES, OR ANY THEREOF, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.
D. Changes to Charges, Fees or Other Terms
We reserve the right to change the charges, fees, procedures or other terms described or set forth in this Agreement. However, when changes are made to any fees or charges, we will notify you Online, or send a notice to you at the address shown on our records, or send you an electronic mail message (E-mail). The notice will be posted or sent at least thirty (30) days in advance of the effective date of any additional fees for Online transactions, or of any stricter limits on the type, amount or frequency of transactions or any increase in your responsibility for unauthorized transactions, unless an immediate change is necessary to maintain the security of the system. If such a change is made, and it can be disclosed without jeopardizing the security of the system, we will provide you with electronic or written notice within thirty (30) days after the change. As always, you may choose to accept or decline changes by continuing or discontinuing the accounts or services to which these changes relate. We also reserve the option, in our business judgment, to waive, reduce or reverse charges or fees in individual situations. Changes to fees applicable to specific accounts are governed by the Business Membership and Account Agreement, applicable disclosures and FAIRWINDS' published fee schedule.
E. Disclosure of Account Information
You understand that in addition to information furnished pursuant to legal process, some information about your accounts may automatically be disclosed to others. For example, the tax laws require disclosure to the government of the amount of the interest you earn, and some transactions, such as certain large currency and foreign transactions, must be reported to the government. FAIRWINDS may also provide information about your account(s) to persons or companies FAIRWINDS believes would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written. In addition, FAIRWINDS routinely informs a credit bureau when accounts are closed by FAIRWINDS because they were not handled properly. FAIRWINDS may also seek information about you from others, such as a credit bureau, in connection with the opening or maintaining of your account. You authorize these transfers of information.
F. Questions or Error Correction on FAIRWINDS Online Transactions
In case of questions or errors about FAIRWINDS Online funds transfers through FAIRWINDS Online involving your account, if you think your statement or transaction record is wrong or if you need more information about a transaction listed on the statement or transaction record, as soon as you can:
- Contact FAIRWINDS Credit Union by electronic mail (E-mail).
- Fax FAIRWINDS Credit Union at (407) 658-7937.
- Telephone FAIRWINDS Credit Union at 407.277.5045 / 800.443.6887.
- Write FAIRWINDS Credit Union at Member Services, 3087 N. Alafaya Trail, Orlando, FL 32826.
G. Account Activity
You agree that your business is not engaged in unlawful internet gambling or any other illegal activity and agree not to use any of your accounts, access devices or services for unlawful internet gambling or other illegal activities. If at any time after account inception FAIRWINDS Credit Union determines that the account(s) reflects any of the above listed activities, we reserve the right to close the account(s) and revoke your membership.
This Agreement may be terminated in the following circumstances:
- Either party may terminate this Agreement with or without cause by giving 30 days prior written notice. Such termination shall not affect transfers made prior to receipt and implementation of the termination notice.
- Notwithstanding any provision hereof to the contrary, FAIRWINDS may terminate this Agreement and your access to FAIRWINDS Online immediately, without prior notice to you, for any reason, including, without limitation, if FAIRWINDS deems itself insecure, you have breached this Agreement, or FAIRWINDS becomes aware of information which may indicate illegal or improper transactions. Promptly following any such termination, we will provide notice of the termination to you or an Authorized User by telephone, with written notification thereafter,
- The parties recognize and agree that any such termination may require a period of time to complete.
I. Governing Law
This Agreement and the rights, duties, and liabilities of the parties hereunder shall be governed by and construed under the domestic laws of the State of Florida (without giving effect to principles of conflicts of law), including, without limitation, as to Article IV, the Uniform Commercial Code Article 4A as in effect in Florida and as amended from time to time. Notwithstanding the foregoing, (i) with respect to the provisions of Article IV hereof, if any part of a wire transfer involves the use of Fedwire, the rights and obligations of FAIRWINDS and Member regarding that wire transfer are governed by Regulation J of the Federal Reserve Board, and (ii) with respect to the provisions of Article V hereof, if and to the extent an electronic funds transfer is subject to the Operating Rules of the National Automated Clearing House Association, you and we recognize and agree that the said Operating Rules and the rights and obligations of a party with regard to a credit entry subject to Article 4A of the Uniform Commercial Code are construed in accordance with and governed by the laws of the State of New York.
FAIRWINDS or you may delay exercising rights hereunder without losing them. Any waiver or partial exercise of one right is not a waiver of other rights or the same right at another time.
K. Entire Agreement; Validity
This Agreement contains the entire understanding of the parties and supersedes any previous discussions, proposals or agreements, oral or written, if any, between the parties with respect to the subject matter of this Agreement, and there are no warranties, understandings, agreements or representations, express or implied, not specified in this Agreement. You and FAIRWINDS agree that should any term or condition of this Agreement become invalidated, the other terms and conditions not so invalidated will continue in full force and effect. Both parties agree that all warranties, indemnities, representations, acknowledgments, understandings and agreements contained herein will survive the performance of any obligations imposed herein and will survive the termination of this Agreement.
This Agreement will be binding upon and will inure to the benefit of the successors and assigns of both parties. You may not assign or otherwise transfer this Agreement to any party without FAIRWINDS prior written consent. FAIRWINDS may assign this Agreement or any or all of our rights and duties hereunder in our sole discretion without notice to you, except such notice as may be required by applicable law.
The terms and condition of your Account Agreement with FAIRWINDS are hereby incorporated by reference. If any inconsistency exists between such agreement and these terms and conditions, this Agreement will control but only to the extent necessary. This Agreement supersedes any prior Agreement between you and FAIRWINDS relating to the services subject to and to be provided under this Agreement, as the same may be amended from time to time.
M. Address of FAIRWINDS
For all purposes of this Agreement, our address is:FAIRWINDS Credit Union
3087 N. Alafaya Trail
Orlando, FL 32826
N. Other General Terms Other Agreements
In addition to this Agreement, you agree to be bound by and will comply with the requirements of the Business Membership and Account Agreement, other applicable agreements between you and us, applicable disclosures we have provided to you, FAIRWINDS rules and regulations, the rules and regulations of any funds transfer system to which FAIRWINDS belongs, and applicable State and Federal laws and regulations. We agree to be bound by them also.
VII. Protecting Your Accounts
A. Preventing Misuse of Your Account
Your role is extremely important in the prevention of any wrongful use of your account. You must promptly examine your statement upon receipt. If you find that your records and ours disagree, you must immediately call FAIRWINDS Credit Union Member Services at 407.277.5045 / 800.443.6887.
Taking Care of Your Online Password - The password that is used to gain access to FAIRWINDS Online should also be kept confidential. For your protection, we recommend that you change your Online Password regularly. It is recommended that you memorize this Online Password and do not write it down. We also recommend that you limit the number of system administrators or other persons with the ability to access the User Setup function of FAIRWINDS Online and designate or change Authorized Users.
You are responsible for keeping your password, member numbers and other account data confidential. If you believe that your Online Password may have been lost or stolen, or that someone has transferred or may transfer money from your account without your permission, notify FAIRWINDS Credit Union Member Services at once at 407.277.5045 / 800.443.6887.
B. Unauthorized Transactions in Your FAIRWINDS Credit Union Accounts
Notify us immediately if you believe another person has improperly obtained your Online Password. Also notify us if someone has transferred or may transfer money from your account without your permission, or if you suspect any fraudulent activity on your account. Only reveal your member number to a legitimate entity for a purpose you authorize (such as your insurance company for automatic payments). To notify us, call FAIRWINDS Credit Union Member Services at 407.277.5045 / 800.443.6887, or write FAIRWINDS Credit Union, Member Services, 3087 N. Alafaya Trail, Orlando, FL 32826.
C. Security Procedures
We are committed to the fight against financial fraud and unauthorized activity. We may require you to follow a security procedure to execute a payment order or certain electronic funds transfer transactions. Certain of our security procedures are described in this Agreement. We will notify you of any change in the security procedures you are required to follow. Unless we permit you to establish a different security procedure, you agree that the security procedures contained in the Credit Union's policies are commercially reasonable verification of payment orders and other electronic funds transfers. If we permit you to establish a different security procedure, you agree that procedure is a commercially reasonable method of verifying electronic funds transfers.
You agree to take commercially reasonable steps to secure the access devices (PCs, mobile devices, etc.) that will be utilized to perform online transactions, including but not limited to ACH transactions. Commercially reasonable steps shall include maintaining current antivirus protection or other similar available software to prevent the hijacking of your access devices, maintaining appropriate passwords and password security, and implementing any other reasonable procedures or policies to secure usage of the devices that will be used to access FAIRWINDS Online.
You can limit or restrict the authority granted Authorized Users with respect to wire transfers and ACH transactions through FAIRWINDS Online. Moreover, dual and triple control capabilities are available to you such that you can require action by up to three Authorized Users in order to submit a payment order or electronic funds transfer transaction through FAIRWINDS Online. For example, you can require that an ACH file created by one Authorized User be reviewed and released by another Authorized User.
You agree to be proactive in the prevention of fraud and unauthorized activity with regard to your accounts. Without limiting the generality of the foregoing, you agree to implement those of the following strategies which you deem appropriate for your organization:
- Online fraud prevention strategies:
- Implement dual control on all online payment transactions and self-administration services. Dual control requires a second level of approval to release online payment transactions and make self-administration user changes.
- Train your employees never to give out their online banking access credentials (IDs, passwords).
- Do not respond to an e-mail, phone call, or text message expressing an urgent need for you to update your information, activate an account, or verify your identity by calling a phone number or submitting information on a Web site. Report these phishing attempts to your relationship manager or firstname.lastname@example.org.
- Scan for viruses frequently and update antivirus and antispyware software and firewalls regularly.
- Protect your network. Identify trusted Web sites for your business and block access to any Web address that is not relevant to your employees' business needs.
- Use trusted Web sites. Always access the FAIRWINDS Business Online Suite and FAIRWINDS Business Mobile service through our trusted Web address or mobile apps. Sign on to the FAIRWINDS Business Online Suite through https://www.fairwinds.org, never through a link in an e-mail or text message. The FAIRWINDS Business Mobile app is available through the Apple iTunes App Store and the Android Market.
- Initiate money movement transactions from stand-alone PCs that are not enabled for e-mail or Web browsing.
- Electronic payment fraud prevention strategies:
- Sign up for the e-Alerts to receive text or e-mail notifications alerting you of electronic debits from your accounts.
- Use repetitive payment templates to prevent modification of key fields, such as beneficiary information.
- Return unauthorized ACH debits to your accounts promptly. Know the time limits for returns.
- Never use an unknown Wi-Fi connection or public PC to access your account.
- Check-fraud prevention strategies:
- Replace check payments with more secure ACH, wire, and card payments.
- Use separate accounts for check payments and for ACH and wire payments.
- Keep internal check issue files and online check registers up to date at all times, including intraday.
- Apply dual custody to check issuance: assign one employee to create checks, and another to verify the checks.
- Lock up blank checks, check stock, and signature stamps. Require two keys to open the lock.
- Shred unused or outdated check stock before disposing of it.
- Investigate claims in which a customer claims to have paid a bill but your files show no record of the payment. A dishonest employee could have intercepted the check.
- General fraud prevention strategies:
- Reconcile your bank accounts daily.
- Know your employees. Perform credit checks and background checks of all new employees who have access to your accounts, account records, or cash. Telephone at least three references to verify an applicant's information.
- Know your vendors. Require all changes to vendor payment account numbers to be made in writing on the vendor's letterhead and verified with a call to the vendor's telephone number in your files.
- Keep authorizations up to date. When an authorized signatory or approver on your accounts leaves your company, notify your bank immediately to remove the employee name from all authorizations. Conduct an annual audit of all bank signature cards, funds transfer agreements, access codes, and other authorizations to ensure they are current.
We strongly encourage you to take advantage of these security and control capabilities.
We recommend you print a copy of this Agreement for your records.