Terms & Conditions

BUSINESS ONLINE BILL PAY AGREEMENT


You have requested that Genesee Regional Bank (the "Bank") provide certain online bill pay services that allow you to pay bills and make payments to your payees, including individuals, employees, businesses and financial institutions (each a "Payee"), from your designated checking account(s), as set forth herein (the "Services"). In addition, the Services allow you to transfer funds to accounts held by you at another financial institution, credit union or brokerage company (an "External Account"). You and the Bank agree to the terms and conditions as set forth in this agreement (the "Agreement") in connection with said Services. You understand and agree that the Services may be provided by the Bank, any of its affiliates or any third parties that the Bank engages to provide the Services. The terms and conditions of this Agreement are in addition to the Agreement for Cash Management Services, which is incorporated herein by reference and made a part hereof. The term "Business Day" as used herein shall mean Monday through Friday, excluding federal holidays and any days the Bank is authorized to be closed. All capitalized terms used herein but not defined shall have the same meaning as set forth in the Agreement for Cash Management Services.


1. Service Requirements. You must maintain at least one checking account with Bank to use the Services (each, an "Account"). Each Payee you select to pay using the Services must be located within the United States (including U.S. Territories and APO's), subject to Bank's approval as set forth herein. External Accounts are limited to checking, savings or money market accounts that you have an ownership interest in at another financial institution, credit union or brokerage company in the United States capable of receiving ACH credits and debits ("Other Financial Institutions"). By accessing the Services to transmit an instruction to the Bank to pay a Payee or to credit an External Account (a "Payment Instruction"), you authorize the Bank to withdraw from the Account the amount of funds required to complete the transaction. If you close an Account, Bank will automatically terminate the Services for the Account and any and all pending payments from the Account will be canceled.

2. Online Enrollment. To enroll in Bill Pay and use the Services, your System Administrator, or a User designated by your System Administrator to access Bill Pay, must access the Bill Pay portal on GRBonline through the internet and provide all required information to complete the enrollment process. The System Administrator or User that enrolls in Bill Pay will be the Bill Pay Administrator (as defined on the Bill Pay portal) for purposes of the Services. In the event that your System Administrator is not the Bill Pay Administrator, the System Administrator will continue to be responsible for access to the Services. All enrollment requests require Bank approval and will be processed within two Business Days and upon the successful completion of identity verification per the Bank's established procedures.

3. Adding Payees. To add a Payee, you must access the Bill Pay portal online and provide the required information to properly identify the Payee(s), direct your payment and permit the Payee to identify you as the payment source upon receipt of a payment. You must complete all required fields with accurate information, as directed by the online screen messages. You authorize Bank to update or change any Payee information as requested or provided by a Payee. The Bank reserves the right to refuse the designation of a Payee for any reason, at Bank's sole discretion.

4. External Account Verification. You authorize us to validate the External Account(s) at Other Financial Institutions by trial deposit which you must confirm by accessing the Bill Pay portal. By enrolling an External Account in the Service, you represent that you are the legal owner of each account and you represent and agree that all information you provide in connection with the External Account is accurate, current and complete, and that you have the right to provide such information for the purpose of using the Services.

5. Types of Payments/Timing. You may utilize the Services to initiate Payment Instructions, as follows:

(i) Single Payments. A Single Payment will be processed on the Business Day that you designated as the payment's processing date, provided the Payment Instruction is submitted prior to the applicable Cut-Off Time (defined below). A Payment Instruction for a Single Payment submitted after the Cut-Off Time on the designated processing date will be processed on the next Business Day. If you designate a non-Business Day as the payment's processing date, the payment will be processed on the first Business Day following the designated processing date.

(ii) Recurring Payments. Recurring Payments are automatically rescheduled in a fixed amount on a fixed-frequency to a specified Payee based on your selected frequency settings for the payment. If the next processing date is not a Business Day, the payment is adjusted based upon the following rules:

a) If the Recurring Payment's "Pay Before" option is selected, the processing date for the new occurrence of the payment is adjusted to the first Business Day prior to the calculated processing date;

b) If the Recurring Payment's "Pay After" option is selected, the processing date for the new occurrence of the payment is adjusted to the first Business Day after the calculated processing date;

c) If your frequency settings for the Recurring Payment specify the 29th, 30th or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated processing date, then the last calendar day of the month is used as the calculated processing date.

(iii) AutoPay for eBill Payees. You may have the ability to utilize the Services to set up AutoPay for eBill Payees. Under AutoPay, the system pays the bills of Payees who participate in the AutoPay service, based on your Payment Instruction. You agree that the Bank is not responsible for ensuring that your Payee is enrolled in AutoPay for eBill or for monitoring its continued participation. You further agree that: (i) the Bank is not responsible or liable for any incorrect information provided by your Payee; (ii) the Bank may rely on the information provided by your Payee in acting on your Payment Instructions; and (iii) it is your responsibility to review and monitor all billing information provided by your Payee for accuracy.

(iv) Payroll Service. You may have the ability to utilize the Services to set up the automatic payment of your employees' wages. The Bank may decide in its sole discretion whether you are eligible for the payroll services. To enroll in the payroll service after a determination of eligibility you must provide all of the required information on the Payroll Portal in GRBonline. You must provide Bank with all of the payment information for the wage Payees each payroll cycle. All wage payments must be scheduled and approved at least one-day prior to the payment date. Such payments will be made electronically through the ACH system and will be subject to additional fees.

(v) Outbound External Account Transfers. By requesting a transfer of funds from an Account to an External Account (an "Outbound Transfer"), you authorize the Bank to debit your Account in the amount of the Outbound Transfer request, plus any related fees, and to credit your External Account. You acknowledge and agree that your Account may be immediately debited based on your Payment Instruction. You acknowledge that Federal regulations limit number of withdrawals from a savings or money market account to six withdrawals per statement cycle. The Bank will charge a fee for each transaction in excess of the limit. Exceeding the transfer limit could lead to the account being closed or converted to a demand deposit account. An Outbound Transfer will be returned if incorrect information is provided with respect to the External Account or if there are insufficient funds available in the Account.

(vi) Inbound External Account Transfers. By requesting a transfer of funds to an Account from an External Account (an "Inbound Transfer"), you authorize the Bank to debit your External Account in the amount of the Inbound Transfer request, plus any related fees, and to credit your Account. You acknowledge and agree that your External Account will be debited based on your Payment Instruction. An Inbound Transfer will be returned if incorrect information is provided with respect to the External Account or if there are insufficient funds available in the External Account.


(vii) Cut-Off Times. The Cut-Off Time for payments that are to be made electronically is 3:00 ET. The Cut-Off Time for payments that are to be made by check is 4:00 ET. The Bank reserves the right to change the Cut-Off Times and will provide you with notice if it does so.

(viii) Transaction Limits. Bank may limit the number of Payment Instructions per day and may also limit the amount of a Payment Instruction or limit the aggregate amount of Payment Instructions during any time period, at its sole discretion.

(ix) Bank will use reasonable efforts to execute Payment Instructions received in compliance with the Agreement as set forth herein. The Bank is not responsible for payments that cannot be made due to incomplete, incorrect or outdated information.

6. Payment Scheduling and Arrival Date. The system will calculate the estimated arrival date of your payment to the Payee. This is only an estimate so you must provide Payment Instructions that will allow ample time for the payment to reach the Payee. Arrival dates may differ depending on the type of payment delivery. You understand and agree that it is your responsibility to transmit Payment Instructions in such manner that the bills will be paid on time and that your Payees will receive payment prior to its due date. You agree to make payment requests at such times as to allow a minimum processing time of seven (7) Business Days for paper checks and four (4) Business Days for electronic payments before the date that the payment is due. Failure to provide for adequate processing time may result in a late payment and the imposition of additional finance charges by a Payee. In no event shall Bank be liable for fees associated with late payments or finance charges which shall be your sole responsibility unless such late payment fees or finance charges were caused by processing delays within the sole control of Bank that caused your payment to be late.

7. Rush Payments. You may request that the Bank expedite a particular Single Payment to a Payee by providing the required information in the online Bill Pay portal. Additional fees may apply to Rush Payments and will be displayed on the Rush Payment screen prior to Rush Payment confirmation. The Bank does not guaranty that it can accommodate a request for a Rush Payment and reserves the right to reject any such request. You agree that the Bank cannot be held liable for any failure by the Bank to process a request for a Rush Payment.

8. Rejected and Prohibited Payments. You agree not to use the Services to pay Payees other than those located in the United States (or U.S. Territories and APO's), or to whom you are obligated to for tax payments, payments made pursuant to court orders, fines, gambling debts or payments otherwise prohibited by law (collectively, "Prohibited Payments"). Bank reserves the right to refuse to pay any Payee whom you may designate for a payment. Bank will notify you promptly if Bank decides to refuse to pay a designated Payee. Such notification is not required if Bank rejects a Prohibited Payment.

9. Sufficient Available Funds. Bank will not be obligated to execute any Payment Instruction you may request unless there are sufficient available funds or available credit in the Account to cover the payment on the date such payment is to be processed. In the event that a payment is made and there are insufficient funds in the Account, you agree to immediately pay the overdraft on an Account and Bank may charge any of your accounts with the Bank for the amount of the overdraft. If there are insufficient available funds to cover a future dated payment on the date such payment is to be processed, the payment will not be processed until sufficient funds become available.

10. Procedure to Amend or Cancel a Payment. To amend or cancel a Payment Instruction, follow the instructions set forth in the Bill Pay portal or contact the Bank at 585-249-1540 during regular business hours. You may only amend or cancel a Single Payment or Recurring Payment by deleting or amending that transaction on GRBonline prior to the payment's cut-off time on the processing date. Cancellations or amendments are not allowed on payments initiated through the Services that have begun processing. If you request that the Bank cancel or amend a payment that has begun processing, Bank may, in its sole discretion, use reasonable efforts to effectuate such cancellation or amendment but has no obligation to do so. In no event shall Bank be liable to you or any third-party for any costs or losses suffered in connection with the failure to effectuate such cancellation or amendment. You will be responsible for any fees associated with Bank?s attempt to effectuate such cancellation or amendment.

11. Stop Payments. Once a Payment Instruction has been processed it cannot be amended or cancelled; however, if the payment has not been cleared by the Payee, you can request a stop payment by contacting the Bank at 585-249-1540 during regular business hours. Bank may, in its sole discretion, use reasonable efforts to effectuate such stop payment request but has no obligation to do so. In no event shall Bank be liable to you or any third-party for any costs or losses suffered in connection with the failure to effectuate such stop payment. You will be responsible for any fees associated with the Bank's attempt to effectuate such stop payment.

12. Payment Methods. Unless the Service allows you to choose the method of payment to a Payee, the Bill Pay system will automatically select the method of making payment to a Payee, which may include payment by check, electronic payment, or by electronic-to-check payment. In some cases, the method of payment is determined by the type of Payee and cannot be changed. All credits to an External Account will be electronic, through the ACH system, or other established payment method. You authorize the Bank and any third-party used by Bank in connection with the Services to prepare drafts drawn on an Account and/or electronically debit the Account for the purpose of making payments. Bank is authorized to accept any draft drawn on an Account on presentment and charge the Account even though such draft does not bear your signature where such draft has been issued in connection with the Services. Such drafts may originate from Bank, Bank's agents, or any financial institution in the United States used by Bank.

13. Service Fees. The Services are currently offered at no charge for the first 10 bill payment transactions within a month. After you have exceeded 10 bill payment transactions within a month, a per transaction fee will apply. In addition for Rush Payment requests and the Payroll Service, are subject to applicable processing fees. Bank reserves the right to impose a fee for the Services in the future at its sole discretion after notice to you.

14. Account Information. Details of past payments using the Service are available online on the Bill Pay portal for up to 18 months. Account information provided to you online is not the official record of your Account or its activity. Your Account statement, furnished to you by Bank in a paper format, or electronically if you are enrolled in paperless statements service, will remain the official record. Account information accessed through use of the Services is generally updated regularly, but is subject to adjustment and correction and therefore should not be relied upon by you for taking, or forbearing to take, any action. As a result, you should consider your recent transactions when determining your balances.

15. Bank Records Dispositive. Bank's records, kept in the regular course of business, shall be presumed to accurately reflect the contents of Payment Instructions in connection with use of the Services and, in the absence of manifest error, will be binding and conclusive.

16. Security Procedures. Bank requires certain Security Procedures be followed to utilize the Services. The Security Procedures may include using certain Security Devices which may include at the Bank's option, without limitation: challenge questions, user identification codes, personal identification numbers ("PINs") passwords, mnemonics, testkeys, authentication equipment and other similar devices. You agree that use of one or more of these Security Devices is a commercially reasonable Security Procedure. Bank may change the parameters for the Security Procedures without prior notice to you, and if Bank does so, you will be required to change your Security Procedures the next time you utilize the Services.

17. Dual Control Option. The Bank offers the dual control option ("Dual Control") as an additional Security Procedure to initiate Payment Instructions that is designed to prevent fraud. You may initiate Payment Instructions utilizing Dual Control by accessing and completing the Dual Control template on GRBonline. To utilize Dual Control, you must designate at least two employees as Customer Users on a Designation Form. Under Dual Control, the Bank will not execute a Payment Instruction unless one Customer User logs into GRBonline and initiates the Payment Instruction and then a separate Customer User separately logs into GRBonline and approves the Payment Instruction. Bank strongly recommends that you utilize Dual Control as an enhanced Security Procedure. You understand and agree that: (i) failure to use Dual Control may contribute to the risk of fraud and monetary loss and that such failure to use such features that are made available may preclude you from asserting claims against Bank for paying an unauthorized Payment Instruction or for other fraudulent activity that such features were designed to detect or prevent; and (ii) such Security Procedures chosen by you that do not include Dual Control or other additional security features that are made available are commercially reasonable and you agree to be bound by any Payment Instruction, whether or not authorized by you, that is accepted and processed by Bank in compliance with the Security Procedures chosen by you.

18. Direct Connect for Quickbooks software. The Direct Connect software establishes a two way communication between Quickbooks software and the Services. Prior to utilizing the Direct Connect capability, you must maintain an active subscription to a current version of Quickbooks desktop software, no older than the current year or two years prior. The Direct Connect software allows you to submit bill payment instructions. By accessing the Direct Connect service, you agree that the Bank shall not be liable for any indirect, incidental or consequential costs, expenses or damages attributable to your inability to access the Direct Connect service. You acknowledge that all terms and conditions within this Agreement hereby apply when submitting bill payment instructions through the Direct Connect application.
Intuit and Quickbooks are trademarks and service marks of Intuit Inc., registered in the United States and other countries.

19. System Interruptions. Any transaction that you initiated, was in the process of completing, or completed shortly before a system failure or interruption should be verified by you through means other than GRBonline to ensure the accuracy and completeness of such transaction. You assume the risk of loss of its data during any system failure or interruption and the responsibility to verify the accuracy and completeness of any transaction so affected.

20. Suspension of Services. The Bank may at its option and without liability to you, suspend access to the Service at any time, without prior notice, if the Bank deems it to be reasonably necessary under the circumstances to do so.

21. Termination of Services. The Bank may terminate this Agreement and the Services at any time in its sole discretion. In the event you desire to discontinue the Services, you must cancel all pending Payment Instructions and contact the Bank at the number set forth below. When you call, the Bank may also require you to put your request in writing addressed to the Bank as set forth below. Notice of Service discontinuance must be supplied ten (10) days prior to the actual discontinuation date. You will remain obligated to the Bank for any payments made by Bank on your behalf at your direction.

22. Amendments. The Bank may make changes to the terms of this Agreement and the Services at any time by providing notice to you as set forth below. Your use of the Services after receipt of such notice constitutes your acceptance of such change.

23. Disclosure of Account Information to Third Parties. You authorize Bank to provide information about you and your Accounts to Bank's affiliates and others (including any company whose name or mark may appear on any debit or credit cards issued by Bank). You specifically authorize Bank to provide your social security number or other of your identifying information to any of your Payees that require such information to authenticate or validate Bank's authority to investigate any claim you initiate arising from use of the Services. Bank's privacy policy, which includes details about Bank's information sharing practices and your right to opt-out of certain information sharing, was provided to you when you opened your Account. It can be viewed by clicking on the "Privacy/Security" button on GRBonline.

24. Notices. You agree that by using the Service, all notices or other communications which we may be required to give you arising from our obligations under this Agreement or the Service may be sent to you either by mailing them to you at your last known address, by sending them to you electronically to any electronic mailbox we have for you, by displaying them on the Bank's website, by displaying them in the Bank branch locations, or in any other manner permitted by law. If more than one person has signing authority on an Account and the right to use the Service, the Bank is only required to give notices to any one of you.

25. Communication with the Bank. To communicate with the Bank concerning the Services by telephone, you shall contact the Bank at (585) 249-1540. Written communications with the Bank concerning the Services shall be addressed to the Bank at 1850 South Winton Road, Rochester, New York 14618.

26. Limitation of Liability/Standard of Care. You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority. You will be solely responsible for controlling the safekeeping and access to your log in information and you will be responsible for any Payment Instruction you make that contains an error or is a duplicate of another bill payment. The Bank is not liable to you for a failure to make a payment to a Payee or to initiate or complete a transaction involving an External Account if you fail to promptly notify the Bank after you learn that you have not received credit from a Payee for a payment. The Bank's obligations hereunder are limited to receiving and executing Payment Instructions in accordance with the terms of this Agreement. The Bank shall use ordinary care in performing the Services and shall have no liability to you with respect to the Services or the Agreement absent its gross negligence or willful misconduct. You are responsible for all Payment Instructions issued in your name so long as such instructions are executed in accordance with the terms of this Agreement. If the Bank fails to make a transfer in accordance with the terms of an accepted Payment Instruction, Bank shall reimburse amounts improperly debited from your Account, with such interest as may be required by law, calculated in accordance with this Agreement, within a commercially reasonable time after you notify Bank of any such error, provided Bank has verification of the occurrence of such error.
You understand and agree that at all time our relationship with each Other Financial Institution or their service provider is independent of the Bank and your use of the Services. The Bank will not be responsible for any acts or omissions by an Other Financial Institution or other service provider that holds any External Account(s), including without limitation any modification, interruption or discontinuance of any External Account. You agree that the Bank will not be liable for any costs, fees, losses or damages of any kind incurred as a result of: (i) the Bank's access to the External Account; (ii) the Bank's retrieval of or inability to retrieve information from an Other Financial Institution; (iii) any inaccuracy, incompleteness or misinformation contained in information received from an Other Financial Institution, and; (iv) any charges imposed by an Other Financial Institution.

YOU AGREE THAT IN NO EVENT SHALL BANK BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER) ARISING OUT OF THE USE BY YOU OF THE SERVICE OR THE FAILURE OF THE BANK TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER, EVEN IF THE BANK HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN 'AS IS' BASIS.

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM THE BANK OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THE AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
TO THE FULLEST EXTENT ALLOWED BY LAW, AND SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION, THE BANK'S LIABILITY TO YOU UNDER THE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.