Terms & Conditions

By continuing to use F&C Bank's Commercial Bill Pay Service, you agree to the following terms and conditions:

F&C BANK
COMMERCIAL BILL PAYMENT SERVICE AGREEMENT

THIS COMMERCIAL BILL PAY SERVICE AGREEMENT (the "Agreement") is entered into by and between __________, ("Customer") and F&C Bank ("Bank") on the date set forth below. This Agreement establishes the terms which govern the Commercial Bill Pay Service described herein provided by Bank to Customer.
INTRODUCTION
Bank offers its commercial customers Commercial Bill Pay Service (the ?Service?). To obtain this Service, Customer must execute this Agreement with respect to such Service and any applicable Enrollment Forms. This Agreement sets forth the general terms applicable this Service. Capitalized terms have the definitions set forth in Schedule 1.

AGREEMENT

1. THE COMMERCIAL BILL PAY SERVICE.

a. Fee for Service. Customer signing up for Commercial Bill Pay Service will be subject to the following fees:

$5.95 per month if a minimum of 10 transactions are not processed using Commercial Bill Pay Service
Customer will receive first three months free in order to import and/or convert payees to Commercial Bill Pay Service. Three month period begins the business day following enrollment approval.

b. The Commercial Bill Pay Service permits Customer to schedule and make payments to Payees. By using the Commercial Bill Pay Service, Customer authorizes Bank to process the payments and other transactions Customer requests from time to time through use of the Commercial Bill Pay Service. Customer also authorizes Bank to debit Customer's Deposit Account(s) in accordance with this Agreement. This Agreement does not alter Customer's liability or obligations that currently exist between Customer and its Payees. Bank reserves the right to refuse to permit Customer to use the Commercial Bill Pay Service to pay any Payee. Bank may, at its option and in its sole discretion, remit, stop, cancel and manage payments, cancel payments, refuse to permit Customer to use the Commercial Bill Pay Service, or terminate Customer's right to do so at any time. The Commercial Bill Pay Service is provided by Bank to Customer through a third party service provider (the "Service Provider"). The third party service provider processes bill payments and will provide certain customer service assistance. Additional details and instructions concerning use of the Commercial Bill Pay Service are available on the Website. Customer must comply with all instructions set forth on the Website.

2. USING THE COMMERCIAL BILL PAY SERVICE.
a. Payment Scheduling?Standard Payments. When a payment is scheduled through the Commercial Bill Pay Service, Customer must allow sufficient time for Bank to receive and process the Scheduled Payment before the Scheduled Payment Date. Customer will not be able to select a Scheduled Payment Date if there is not sufficient time for Bank to process the payment on that date.
b. Late Payments. Some transactions may take longer to be credited to Customer's account at a Payee due to circumstances beyond Bank's and Service Provider's control, particularly delays in handling and posting payments by Payees or financial institutions. Bank has no responsibility for any late payment charges that may be imposed by a Payee should a payment not be completed or if a payment is credited to Customer's account at a Payee after its Due Date.
c. Payment Authorization and Payment Remittance. By providing Payment Instructions to Bank through the Commercial Bill Pay Service, Customer authorizes Bank to follow all such Payment Instructions. In order to process payments more efficiently and effectively, Bank may edit or alter payment data or data formats in accordance with Payee instructions. By making a Payment Instruction, Customer authorizes Bank to debit Customer's Deposit Account and remit funds on Customer's behalf in accordance with the Payment Instruction. Customer further authorizes Bank to credit its Deposit Account(s) for payments returned to Bank by the United States Postal Service or Payee, or payments remitted to Customer on behalf of another authorized user of the Commercial Bill Pay Service.
d. Payment Methods/Limitations. Bank reserves the right to select the method for remitting funds on Customer's behalf to a Payee. These payment methods may include, but are not limited to, an electronic payment or payment by a physical check.
e. Payment Cancellation Requests. Any Scheduled Payment (including recurring payments) may be cancelled or edited by logging into the Website and following the directions within the Commercial Bill Pay Service. There is no charge for cancelling or editing a Scheduled Payment before Bank has begun processing a payment. Once Bank has begun processing a payment, however, it cannot be cancelled or edited, therefore, a stop payment must be submitted.
f. Stop Payment Requests. Bank's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Customer acknowledges that Bank may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. Although Bank will attempt to accommodate Customer's stop payment request, Bank will have no liability for failing to do so. Bank may also require Customer to present Customer's stop payment request in writing. The charge for each stop payment request will be the current charge for such request as set out in the applicable fee schedule.
g. Prohibited Payments. Payments to Payees outside of the United States or its territories or payments prohibited by law, including payments to unlawful Internet gambling sites are prohibited through the Commercial Bill Pay Service. In addition, tax payments and court ordered payments are also prohibited through the Commercial Bill Pay Service. Customer agrees not to schedule any such prohibited payment. We reserve the right to restrict types of payees to whom payments may be made using the Service from time to time.
3. BILL DELIVERY AND PRESENTMENT
One feature of the Commercial Bill Pay Service is the presentment of electronic bills. Customer acknowledges that it is the Customer's sole responsibility to contact Billers directly if Customer does not receive a statement. This Agreement does not alter Customer's liability or obligations that currently exists between Customer and Customer's Billers.
If Customer elects to activate one of the electronic bill options, Customer further agrees as follows:
a. Information Provided to the Biller. Bank is unable to update or change Customer's information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally, it is Customer's responsibility to maintain all usernames and passwords for all electronic Biller websites. Customer also agrees not to use someone else's information to gain unauthorized access to another person's bill. Bank may, at the request of the Biller, provide to the Biller Customer's e-mail address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing Customer about bill information.
b. Activation. Upon activation of the electronic bill feature Bank may notify the Biller of Customer's request to receive electronic billing information. The presentment of Customer's first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of Customer's statement(s) is at the sole discretion of the Biller. While the electronic bill feature is being activated, it is Customer's responsibility to keep its accounts current. Each electronic Biller reserves the right to accept or deny Customer's request to receive electronic bills.
c. Authorization to Obtain Bill Data. Customer's activation of the electronic bill feature for a Biller shall be deemed by Bank to be Customer's authorization for Bank to obtain bill data from the Biller on Customer's behalf. For some Billers, Customer will be asked to provide Bank with Customer's user name and password for that Biller. By providing Bank with such information, Customer authorizes Bank to use the information to obtain Customer's bill data.
d. Notification. Bank will use commercially reasonable efforts to present all of Customer's electronic bills promptly. In addition to notification within the Commercial Bill Pay Service, Bank may send an e-mail notification to the e-mail address listed for Customer's account. It is Customer's sole responsibility to ensure that this information is accurate. In the event Customer does not receive notification, it is Customer's responsibility to periodically logon to the Commercial Bill Pay Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. Customer is responsible for ensuring timely payment of all bills.
e. Cancellation of Electronic Bill Notification. The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. Customer may cancel electronic bill presentment on the Website at any time. The timeframe for cancellation of Customer's electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. Bank will notify Customer's electronic Biller(s) as to the change in status of Customer's account and it is Customer's sole responsibility to make arrangements for an alternative form of bill delivery. Bank will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
f. Non-Delivery of Electronic Bill. Customer agrees to hold Bank harmless should the Biller fail to deliver a statement of Customer. Copies of previously delivered bills must be requested from the Biller directly.
g. Accuracy and Dispute of Electronic Bill. Bank is not responsible for the accuracy of Customer's electronic bill(s). Bank is only responsible for presenting the information Bank receives from the Biller. Any discrepancies or disputes regarding the accuracy of Customer's electronic bill summary or detail must be addressed with the Biller directly.
4. LIABILITY FOR COMMERCIAL BILL PAY SERVICE.
To the extent not prohibited by Applicable Law, Bank shall not be liable for any error or delay from Customer's use of the Commercial Bill Pay Service so long as Bank has acted in accordance with this Agreement. Bank is not liable for any error or delay on the part of any third party or for any other act or omission of any third party. Bank shall not be liable if Customer has not given Bank complete, correct or current Payment Instructions or if Customer has not properly followed this Agreement concerning the use of the Commercial Bill Pay Service.
5. ACCESS TO THE COMMERCIAL BILL PAY SERVICE.
In order for Customer to use the Commercial Bill Pay Service, Customer must have at least one open Deposit Account and an Authorized Representative must execute this Agreement and any applicable Enrollment Form(s). Upon acceptance of this Agreement and the Enrollment Form by Bank, the Master User designated by the Authorized Representative in the Enrollment Form will receive an email or phone call confirming the setup process is complete. The Master User shall serve as Customer?s primary contact with Bank with respect to the Commercial Bill Pay Service. The Master User will have the authority to act on Customer?s behalf in all matters with respect to the Commercial Bill Pay Service. The Master User will have control of all Access IDs of Sub-Users and will have the ability to grant or deny access to certain functionalities of the Commercial Bill Pay Service to Sub-Users on behalf of Customer. To establish a Sub-User's access, a Sub-User must utilize the username and password provided to them.
Bank may continue to recognize the authority of an Authorized Representative and Master User until it has received and has had a reasonable time to act upon written notice from Customer that an Authorized Representative or Master User is no longer authorized to transact business on Customer's Deposit Accounts.
6. ACCESS IDS/RESPONSIBILITY FOR TRANSACTIONS.
The Access IDs provide Users access to the Commercial Bill Pay Service. Passwords can be changed through the Commercial Bill Pay Service at any time. Bank strongly recommends that passwords be changed regularly and passwords may be prompted to change from time to time. Bank is entitled to act on instructions received under Access IDs. Customer is responsible for familiarizing all Users with the terms of this Agreement and for keeping all Access IDs received by the Users secure and confidential. If Bank accepts a request for a payment in good faith and the request for payment was initiated using Access IDs provided to a User, Customer will be obligated to pay the amount of such payment whether it was sent or authorized by such person.
7. SECURITY PROCEDURE.
a. Security Procedure. By using the Security Procedures Bank offers to Customer, or by declining to use any Security Procedure Bank offers, Customer acknowledges and agrees that Bank has offered Customer commercially reasonable Security Procedures suitable for Customer. Bank reserves the right to change the Security Procedures upon notice to Customer and following the effective date of such change, the new Security Procedures will become the Security Procedures selected. The purpose of the Security Procedures is to verify the authenticity of Payment Instructions provided to Bank on behalf of Customer and is not to detect errors in transmission or content. Bank may amend the Security Procedures from time to time in its discretion and will provide Customer written notice of any such change. Customer shall be deemed to have agreed to such amendment if Customer uses the Commercial Bill Pay Service after receipt of the amendment. Bank has no obligation to act on any Payment Instruction which does not comply with the Security Procedures.
b. Computer Requirements. Customer is solely responsible for providing the required hardware and software and for securing an Internet service provider. Customer is solely responsible for use of its computers and other devices used to access the Commercial Bill Pay Service (each, a "Computer" and collectively, the "Computers") and all errors, failures, or non-performance arising out of the Computers, including but not limited to, improper operation, malfunction, viruses, worms, malware or similar malicious programs. Customer agrees that it will not send Bank any viruses, worms, malware, or similar malicious programs or engage in any activity which may have a harmful effect on Bank's website providing access to the Commercial Bill Pay Service, such as launching a "denial of service" attack. Customer is responsible for maintaining and ensuring the security of all Computers, systems, networks and Internet access used to access the Commercial Bill Pay Service. Customer shall (i) ensure that its Internet connection is secured with a firewall configured to commercially reasonable standards; (ii) ensure that all Computers and devices that access the Commercial Bill Pay Service (and all Computers connected to the same Local Area network (LAN) as those Computers) are protected against viruses, worms, malware or similar malicious programs in a commercially reasonable manner; and (iii) immediately notify Bank if Customer has knowledge or suspects that its Computers that access the Commercial Bill Pay Service (or computers connected to the same LAN as those computers) have been infected with any virus, worm, malware or similar malicious program.
c. Trusteer Rapport. Use of any of Bank?s Treasury Management Services, including Commercial Bill Pay Service, will require the customer to download and install additional security software, Trusteer Rapport. The download for Trusteer Rapport can be found on Bank?s online banking website.
d. Website Access. A separate website provided by Bank?s Service Provider will be used to access the Commercial Bill Pay Service. This website will be available to Customer via a link provided after Customer has logged into Bank?s online banking portal.
e. Minimum Access Requirements. Multi-factor authentication and authorization from the Authorized Representatives of the account. The multi-factor authentication requires the individual accessing the system to provide their unique Access ID, a security pass phrase, security questions and a secret password.
f. Access IDs. Customer agrees to: (1) keep Access IDs secure and strictly confidential, providing it only to Users; (2) instruct each User that he or she is not to disclose it to any unauthorized person; and (3) immediately notify Bank if any Access ID is not in the sole possession of the User to whom the Access ID was provided. Bank may suspend or cancel Customer's Access IDs without receiving such notice from Customer if Bank suspects Access IDs are being used in an unauthorized or fraudulent manner. If Customer becomes aware of a breach of security of any Access ID used in connection with the Commercial Bill Pay service, or suspects that a breach may occur, Customer shall immediately notify Bank.
g. Analytical Tools and Procedures. Customer acknowledges that Bank may employ various analytical tools and procedures that are designed to assist Bank in identifying suspicious online behavior and potentially unauthorized transactions that are initiated through the Commercial Bill Pay Service. Customer agrees that Bank's use of these tools and procedures constitute part of the agreed-upon security procedures for the Commercial Bill Pay Service even if the specific tools and procedures used by Bank have not been disclosed to Customer. Customer also agrees that if Bank alerts Customer to suspicious online behavior or potentially unauthorized transactions Customer is solely responsible for acting on that alert and that Bank may conclusively assume that Customer has approved such behavior or transaction if Customer fails to respond promptly to any such alert. Customer agrees to be bound by instructions, whether authorized or unauthorized, which Bank implements in compliance with these procedures unless Customer gives Bank prior notice of possible unauthorized use as described above and Bank has a reasonable opportunity to act on such notice.

8. NOTIFICATION OF UNAUTHORIZED TRANSFERS/CUSTOMER LIABILITY.
Customer must IMMEDIATELY notify Bank by contacting the Service Provider's customer service at 1-816-850-5516 if Customer believes that any Access IDs are lost or stolen, or if Customer believes someone has transferred or may transfer money from a Deposit Account without Customer's permission, or if Customer suspects any fraudulent activity on a Deposit Account. No Bank employee will contact Customer via e-mail or telephone requesting any part of an Access ID. If Customer is contacted by anyone requesting this information, Customer should contact the Service Provider's customer service immediately. BANK WILL HAVE NO LIABILITY TO CUSTOMER FOR ANY UNAUTHORIZED PAYMENT OR TRANSFER MADE USING ANY ACCESS IDS THAT OCCURS BEFORE CUSTOMER HAS NOTIFIED BANK OF POSSIBLE UNAUTHORIZED USE AND BANK HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
9. DISCLAIMER OF WARRANTIES.
Customer assumes the entire risk with respect to its use of the Commercial Bill Pay Service and the Computers that Customer uses to access the Commercial Bill Pay Service including, without limitation, the risk that any and all information and transactions exchanged or processed through the Commercial Bill Pay Service are viewed and/or tampered with by a third party when in transit or through the acquisition of Access IDs by a third party. The risk of error, failure, or nonperformance of a Computer is Customer's risk. THE COMMERCIAL BILL PAY SERVICE AND RELATED DOCUMENTATION IS PROVIDED "AS IS", AND BANK MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO THE AVAILABILITY, ACCURACY, COMPLETENESS, OR TIMELINESS OF THE COMMERCIAL BILL PAY SERVICE. BANK MAKES NO WARRANTY THAT THE COMMERCIAL BILL PAY SERVICE IS TOTALLY SECURE OR WILL BE FREE OF ANY VIRUS OR ERROR FREE. IN ADDITION, BANK MAKES NO WARRANTY THAT THE DOCUMENTATION PROVIDED TO CUSTOMER IS APPROPRIATE FOR CUSTOMER'S NEEDS. BANK MAKES NO WARRANTY THAT THIRD PARTIES THAT PERFORM ASPECTS OF THE COMMERCIAL BILL PAY SERVICE WILL PERFORM AS DOCUMENTED HEREIN. In the performance of the Commercial Bill Pay Service, Bank shall be entitled to rely solely on the information, representations, and warranties provided by Customer pursuant to the Master Agreement and this Agreement, and shall not be responsible for the accuracy or completeness thereof.
10. REFUSAL OF BANK TO HONOR THE COMMERCIAL BILL PAY SERVICE INSTRUCTIONS.
Bank will not be obligated to honor, in whole or in part, any transaction or instruction that: (a) is not in accordance with any term or condition applicable to the relevant service in this Agreement, an agreement governing a Deposit Account or any other agreement between Bank and Customer; (b) Bank has reason to believe it may not have been authorized by Customer or any third person whose authorization Bank believes is necessary, or which involves funds subject to a hold, dispute, restriction or legal process, Bank believes prevents its withdrawal; (c) would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority; (d) is not in accordance with any other requirement of Bank's applicable policies, procedures or practices; or (e) Bank has reasonable cause not to honor for Bank's or Customer's protection.
11. AUTHORIZATIONS.
Customer represents that each User who has been issued Access IDs has general authority from Customer's organization to give instructions within the access capability associated with such Access IDs (including general authority over the movement of Customer's funds in Deposit Accounts), all as evidenced in form acceptable to Bank, and that Bank has full authorization from Customer's organization to rely and act upon instructions identified by such Access IDs. Bank will not be liable to Customer for the consequences of any such reliance.
13. CUSTOMER?S REVIEW OF ACCOUNT INFORMATION.
Customer must regularly and promptly review and verify all information provided to Customer concerning the Commercial Bill Pay Service, including without limitation account statements, and, within thirty (30) days, Customer must notify Bank of any errors or questions about Customer's transactions via one of the following:
1. Telephone the Service Provider's customer service at 816-850-5516 during customer service hours;
2. Contact the Service Provider's customer service by using the Commercial Bill Pay Service's LiveChat feature; and/or,
3. Write the Service Provider's customer service at:
iPay Solutions
801 N Black Branch Rd
Elizabethtown, KY 42701-4505

Customer?s failure to notify Bank of an error or unauthorized transaction within that time period shall relieve Bank of any liability and the information made available to Customer shall be deemed accurate.
14. MISCELLANEOUS.
a. Termination. Unless otherwise required by applicable law, Bank may, at any time, terminate this Agreement and/or Customer's access to the Commercial Bill Pay Service, in whole or in part at Bank's sole discretion. If reinstated, the current terms of this Agreement will control. Customer may request reinstatement of the Commercial Bill Pay Service by calling the Service Provider's customer service at 1-816-850-5516. Customer may terminate its access to the Commercial Bill Pay Service by notifying Bank in writing. If a Customer requests such a termination, Customer authorizes Bank to continue making transfers authorized through the Commercial Bill Pay Service until such time as Bank has a reasonable opportunity to act on Customer's termination notice. Once Bank has acted upon Customer's termination notice, Bank will make no further transfer or payments from Customer's Deposit Account, including transfers or payments Customer previously authorized. However, Customer must cancel any automatic recurring payments using the Commercial Bill Pay Service prior to closing the Deposit Account, otherwise Bank may continue to make such payments.
b. Entire Agreement. The Master Agreement and this Agreement is the complete and exclusive statement of the agreement between Bank and Customer with respect to the Commercial Bill Pay Service and supersedes any prior agreement(s) between Bank and Customer with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and any other agreement, the terms of this Agreement will control with respect to the Commercial Bill Pay Service unless specifically provided in the other agreement, specifically referencing this Agreement. No course of dealing between Bank and Customer will constitute a modification of this Agreement or the security procedures or constitute an agreement between Bank and Customer regardless of whatever practices and procedures Bank and Customer may use.
c. Waiver. Bank may waive enforcement of any provision of this Agreement. Any such waiver shall not affect Bank's rights with respect to any other transaction or modify the terms of this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers.

Date:

CUSTOMER:


(Customer Name)


By:
Name:
Title:

BANK:

F&C BANK


By:
Name:
Title:


SCHEDULE 1
COMMERCIAL BILL PAY SERVICE AGREEMENT ? DEFINITIONS

In this Agreement, the following terms shall have the meaning set forth below.
"Access ID" means any identification number, PIN, password, codes and any other means of access to Commercial Bill Pay Service provided to a Master User or Sub-User.
"Agreement" has the meaning set forth in the introduction to this Agreement.
"Affiliate" means a business entity controlled, controlled by or under common control with another business entity.
"Applicable Law" means all applicable federal, state or local laws, executive orders, ordinances, rules, regulations or regulatory guidance and all applicable rules or regulations of any clearinghouse or other organization.
"Authorized Representative" means a representative or representatives designated (by name or title) in Customer?s resolutions provided to Bank, or other authority document Customer provides to Bank which causes Bank to reasonably conclude that such representative or representatives are authorized to act on Customer?s behalf to authorize Customer?s execution and delivery of this Agreement or any Enrollment Form.
"Bank" has the meaning set forth in the introduction to this Agreement.
"Biller" is the person or entity from which Customer requests electronic bills through the Commercial Bill Pay Service.
"Business Day" means any day that Bank is open to the public for carrying on substantially all business functions, but does not include any day that Bank is open but that is not a business day for the applicable Federal Reserve Bank or other third-party processors Bank utilizes.
"Commercial Bill Pay Service" means the Service described in this Agreement.
"Customer" has the meaning set forth in the introduction to this Agreement.
"Deposit Account" means any demand deposit account that Customer has established and maintained with Bank or with any of Bank?s depository institution Affiliates primarily or exclusively for business-related purposes.
"Due Date" is the date reflected on Customer's Payee Statement for which the payment is due, and which is the actual due date, not a late date and not including any grace period.

"Enrollment Form" means that certain Commercial Bill Pay Service Enrollment Form pursuant to which the Customer requests, modifies or cancels the Commercial Bill Pay Service offered in accordance with this Agreement.
"Master User" means the person designated in the Enrollment Form by an Authorized Representative of the Customer's Deposit Accounts, as such Enrollment Form is amended from time to time by an Authorized Representative.
"Payee" is the person or entity to which Customer desires a payment to be directed by utilizing the Commercial Bill Pay Service.

"Payee Account Number" is the account number assigned to Customer by a Payee.

"Payee Statement" is a statement received by Customer from a Payee indicating the amount Customer must pay to the Payee.

"Payment Instruction" is the information Customer provides to Bank through the Commercial Bill Pay Service instructing that a payment should be made to a Payee, which includes, (in addition to other information), Customer's Payee Account Number, Payee name, Payee address, Payee phone number, the amount of the payment and the Scheduled Payment Date.

"Scheduled Payment" is a payment that has been scheduled through the Commercial Bill Pay Service but has not begun processing.

"Scheduled Payment Date" is the day Customer designates in a Payment Instruction that Customer desires a Payee to receive Customer's bill payment, unless the Scheduled Payment Date falls on a non-Business Day in which case the actual Scheduled Payment Date will be considered to be the next Business Day.

"Service Provider" has the meaning set forth in Section 1 of this Agreement.

"Sub-User" means a person authorized by the Master User through Commercial Bill Pay Service to access certain features of COB.

"User" means the Master User and any Sub-User.

"Website" means the Internet website used by Customer to access the Commercial Bill Pay Service.