Business Account and Services Agreement

In effect Septemeber 1, 2015

The terms contained in Parts I and II of this Agreement govern the operation of all Accounts and the provision of Services and replaces all previous versions of the Business Accounts and Services Agreement between the Business Customer and Coast Capital Savings® Credit Union ("CCS"). This Agreement will take effect and continue for the benefit of and be binding upon each of CCS and the Business Customer and their respective successors and assigns. In exchange for CCS agreeing to operate the Accounts and provide the Services, the Business Customer agrees as follows:

1. DEFINITIONS

“Account” means any account of the Business Customer with CCS.

“Account Agreement” means collectively the documentation presently called the Business Customer Application executed by the Business Customer whereby the Business Customer applies to become a member of CCS and open one or more Accounts, and accepts this Agreement, and the terms of this Agreement as amended from time to time in accordance with its terms.

“Account Change” means any of the appointment of a new User or a new Corporate Administrator, the removal of a User or a Corporate Administrator, the establishment or modification of a User's rights, a change in the descriptive name of an Account that can be accessed through Coast Online® Banking Services, a change in the Account to be debited with service fees, the addition of an Account that can be accessed through Coast Online® Banking Services or the deletion of an Account that may be accessed through Coast Online® Banking Services.

“Account Sweeping System” means the account sweeping system of Central 1 Credit Union that permits the Business Customer to create, edit and delete rules that generate fund transfers between Accounts.

“Affiliate” means a wholly owned subsidiary of the Business Customer, a corporation of which the Business Customer is a wholly owned subsidiary or a corporation that is a wholly owned subsidiary of a corporation of which the Business Customer is also a wholly owned subsidiary.

“Affiliate Account” means an account of an Affiliate with CCS that the Affiliate has authorized the Business Customer to access and to conduct Transactions, using Remote Access Banking Services, or by such other means as may be requested and acceptable to CCS from time to time.

“ATM” means an automated teller machine that can be accessed by use of a Business Card or Business Deposit Card, and a PIN.

“Bill Payments” means the Service that enables a Business Customer to pay bills of participating billers from Accounts.

“Biometric Device” means a device that measures physiological characteristics, such as fingerprints, that can be utilized to verify identity.

“Branch Services” means collectively all services provided by CCS to Business Customers through any of the CCS retail branch locations.

“Business Card” means the debit card issued by CCS to enable the Business Customer to access Accounts using Card Services.

“Business Customer” in the case of a corporation or partnership means the corporation or partnership; in the case of a sole ownership means the business owner who signed the Account Agreement; in the case of an unincorporated organization means the Sponsor and any other CCS members who signed the Account Agreement for or in the name of the unincorporated organization; in the case of a joint venture means the participants who formed the joint venture; in the case of a general trust and any associated named trusts, a documented trust, or a victim's trust or undocumented trust means the Trustees who signed the Account Agreement; in the case of an Election Account means the official or financial agent, and in the case of a Constituency Account means the Member of the Legislative Assembly (MLA) or Member of Parliament (MP).

“Business Customer Card Services” means, collectively, Business Deposit Services and the other services offered by CCS from time to time allowing a person with a Business Card and a PIN or PAC to access the Accounts through an ATM or by electronic means.

“Business Deposit Card” means a card issued by CCS to enable the Business Customer to utilize only Business Deposit Services.

“Business Deposit Services” means Services offered by CCS allowing a person with a Business Deposit Card to make deposits of cheques, cash, coins and other negotiable items to Accounts using specially designated ATMs.

“CAFT Link” means the hyperlink to the customer automated funds transfer processing system of Central 1 Credit Union.

“Card Device” means an ATM, a point-of-sale terminal or any other card reading terminal or similar device that CCS makes available, or otherwise has the capability to be used and is used to access the Card Services.

“Cardholder” means a person who has been authorized by the Business Customer to access the Business Customer's Accounts with a Business Card or a Business Deposit Card issued to that Cardholder.

“Card Services” means, collectively, Business Deposit Services and the other Services offered by CCS from time to time allowing a person with a Business Card and a PIN or PAC to access the Accounts, provide Instructions, or otherwise conduct Transactions through an ATM, using the Remote Access Banking Service, or by other means.

“CCS” means Coast Capital Savings® Credit Union.

“CCS Website” means the website operated by CCS through which the Business Customer may access Coast Online® Banking Services.

“Coast Mobile® Banking Services” means the financial Services offered from time to time by CCS through use of a PAC and other means of verification as CCS may permit, and a mobile computing device with internet connectivity, or a phone number with text messaging subscription services, and includes Services offered by CCS by way of text banking, mobile alerts, mobile applications, and other means as may be permitted by CCS from time to time.

“Coast Online® Banking Services” means the online financial Services offered from time to time by CCS that may be accessed by Business Customers through the CCS Website using a personal computer, mobile device, tablet, or other electronic device with an internet connection, and using a PAC and such other means of verification as CCS may permit from time to time.

“Constituency Account” means the Accounts into which an MLA or MP deposits funds given to the MLA or MP for the operation of the MLA or MP's constituency office.

“Contact Centre Services” means the telephone Services provided to Business Customers by CCS that enable Business Customers to contact a telephone service representative or to use interactive telephone Services by use of a PAC or other means of verification that CCS may permit from time to time, to conduct Transactions, provide Instructions, or otherwise access Accounts or Account information of the Business Customer.

“Corporate Administrator” means a person who has been authorized to access Coast Online® Banking Services for the purpose of entering User or membership account data. This definition only applies if there is Delegated User Management.

“Corporate Approver” means a person who has been authorized by the Business Customer, either alone or together with one or more other Corporate Approvers, to make Account Changes and otherwise make changes affecting the operation of the Accounts with CCS and authority of Users of the Accounts.

“Delegated User Management” means the Online Banking Service User Administration (UA) Tool that allows the Business Customer's Corporate Administrator to create and maintain its own Users and membership accounts.

“Designated Account” means an account of another member of CCS that the Business Customer has designated as an account that the Business Customer wishes to conduct Transactions using Remote Access Banking Services.

“Election Account” means the Account used to deposit and distribute campaign contributions for political candidates during elections.

“EMT Services” means money transfer services accessed through Coast Online® Banking Services Coast Mobile® Banking Services or other E-Services that facilitate the sending or receiving of money between the Member and Third Parties.

“E-Services” means Coast Online® Banking Services, Coast Mobile® Banking Services, EMT Services and any other Services offered from time to time by CCS to members utilizing the internet or mobile computing technology.

“Instructions” means instructions to CCS, provided by or on behalf of the Business Customer, or provided using an authorized username, Password, PAC or PIN, and including but not limited to any request for Account or other information relating to the Business Customer, or for Services, directions in connection with Remote Access Banking Services, making Account Changes, otherwise concerning the operation of any Accounts, or to initiate or otherwise in respect of any Transactions, whether provided directly or indirectly, in person, through electronic means, through an ATM or other Card Device, by telephone, or through other means or representations acceptable to CCS and actually received by CCS.

“LVTS Rules” means the rules of the Canadian Payments Association pertaining to its large value transfer system.

“One-Time Password” means the password a User, Corporate Approver or Corporate Administrator uses to enable the initial login of the User, Corporate Approver or Corporate Administrator to Coast Online® Banking Services.

“PAC” means the personal access code selected by the Business Customer for the Business Customer's sole use that permits access to the Coast Online® Banking Services, Contact Centre Services, other Remote Access Banking Services, and such other Services selected by CCS from time to time.

“Participant” means any one individual, corporation, or partnership involved in a joint venture.

“Password” means the password a User, Corporate Approver or Corporate Administrator selects with Coast Online® Banking Services to access Online Banking Services. It does not include the One-Time Password.

“PIN” means the personal identification number assigned to the Business Customer, its Cardholders, Corporate Administrators, Corporate Approvers, or Users, by CCS or selected by the Business Customer for the Business Customer's sole use that permits access to Card Services.

“Proper Notice” means notice to CCS, either in person or by telephone, facsimile or other means acceptable to CCS, and that has actually been received and acknowledged by a representative of CCS in a position to act upon the notice with immediate effect.

“Remote Access Banking Services” means, collectively, Contact Centre Services, Card Services, E-Services, any other electronic access services offered to Business Customers by CCS, and any other method of obtaining Services without attending at CCS retail branch locations.

“Rules” means the rules of the Canadian Payments Association, including, without limitation, the LVTS Rules.

“Sensitive Information” means financial Account information, a PAC, a PIN, added security questions and answers, a Password, One-Time Password, or any other information that could compromise any security processes or mechanisms with respect to an Account or the Services.

“Services” means, collectively, Branch Services and Remote Access Banking Services, and other services offered to Business Customers by CCS from time to time.

“Signing Officer” means a person who has been authorized by the Business Customer to act as a signing authority on the Account.

“Sponsors” means any individual who is an active member of CCS in his/her own right for a period of at least six months, and is considered by CCS to be in good standing.

“Third Party” means any person, firm, corporation, association, organization, or entity other than CCS or the Business Customer.

“Transaction” means any transaction performed utilizing any of the Services including, but not limited to, a deposit, withdrawal, wire transfer, debit, a point of sale purchase, a bill payment or the transfer of funds between Accounts, or other similar activity relating to the Accounts as permitted under this Account Agreement.

“User” means a person who has been authorized by the Business Customer to use Remote Access Banking Services (excluding use of Contact Centre Services if the User is not also a Signing Officer).

“User Administration (UA) Tool” means a web-based application that facilitates User and membership management of Coast Online® Banking Services.

Part 1

1. SOLE OWNERSHIP

If the business is a solely owned by one Member, then the Business Customer agrees as follows:

Liability

The Business Customer is fully responsible and liable for all Transactions entered into with CCS and Instructions given to CCS, in the Business Customer’s own name, or the Business Customer’s business or trade name, whether initiated or given by the Business Customer by a person appointed to act on the Business Customer's behalf under a Power of Attorney or otherwise or any other person with express, implied or apparent authority to act on behalf of the Business Customer and their business.

2. PARTNERSHIP

(Includes all general and limited partnerships)

If the business is a partnership, then the Business Customer agrees as follows:

Liability

Subject to any limitations of liability applicable to limited liability partnerships as expressly provided for in the Business Customer Application, the Business Customer and each of the partners in the Business Customer are jointly and severally liable to CCS and responsible for:

  1. all Transactions on or through the Business Customer’s Accounts, use of the Services in the name or on behalf of the Business Customer, and all other dealings with or Instructions given to CCS in the name or on behalf of the Business Customer;
  2. all documents - including negotiable instruments - made, endorsed or signed by or on behalf of the Business Customer; and
  3. all other obligations under this Account Agreement.

Continued Liability

The liability of each partner as described above will continue notwithstanding the dissolution of the partnership, the dissolution of any corporate partner, or the death or incapacity of any partner who is an individual. The rights and responsibilities of any individual partner may be terminated by any one or more of the partners of the Business Customer by written Proper Notice to CCS, but that termination will only be effective with respect to Transactions, Instructions, or other obligations that arise after Proper Notice of the termination.

Signing Officers

If the business is a partnership between two or more individuals, the Business Customer will provide CCS with:

  1. a certificate setting forth the number of signatures required to operate the Accounts, and the names and specimen signatures of the partners and other Signing Officers authorized to sign for the Business Customer in operating the Accounts; and
  2. a replacement certificate, completed as described in above, any time the Business Customer's partners change or other Signing Officers change.

If the business is a corporate partnership involving one or more corporations, the Business Customer will provide CCS with:

  1. a certified copy of a resolution of the directors for each corporate partner of the Business Customer setting forth, by title, the officers of the Business Customer authorized to sign for the Business Customer in the use of the Accounts; and
  2. a certificate setting forth the names, titles and specimen signatures of the Business Customer's officers authorized to sign for the Business Customer in the use of the Accounts; and
  3. replacements of the respective documents described above any time the Signing Officers by title change, or the persons holding these titles change.

CCS will be entitled to rely on the information and specimen signatures contained in the last certificate the Business Customer delivered under this section. CCS may rely upon the foregoing documents delivered by any one of the partners of the Business Customer.

3. CORPORATION

(Includes all limited companies, registered societies, strata corporations, and cooperative associations)

If the business is a corporation, then the Business Customer agrees as follows:

Signing Officers

The Business Customer will provide CCS with:

  1. a certified copy of a resolution of the directors of the Business Customer setting forth, by title, the officers of the Business Customer authorized to sign for the Business Customer in the use of the Accounts; and
  2. a certificate setting forth the names, titles and specimen signatures of the Business Customer's officers authorized to sign for the Business Customer in the use of the Accounts; and
  3. replacements of the respective documents described above any time the Signing Officers by title change, or the persons holding these titles change.

CCS will be entitled to rely on the information and specimen signatures contained in the last certified resolution and last certificate the Business Customer delivered under this section.

The Business Customer, and each person signing the Business Account Customer Application, warrants and represents that there are no provisions in any of the incorporation documents of the Business Customer or in any other agreement that restricts or limits in any way the powers of the Business Customer or the powers of its directors or officers to execute the Account Agreement, borrow money, guarantee the obligations of others, or create security over some or all of the Business Customer's property. The Business Customer and each person signing the Business Account Customer Application, agrees that this is a continuing representation and warranty on that CCS may rely in accepting the Business Customer’s Business Account Customer Application, in providing Services to the Business Customer, and to open and operate Accounts.

4. UNINCORPORATED ORGANIZATION

(Includes all associations, non-registered societies, clubs, and organizations)

If the business is an Unincorporated Organization, at least two Sponsors are required on the membership, and the Business Customer agrees as follows:

Liability of "Sponsors"

The Sponsors are, and will continue to be, jointly and severally liable to CCS for:

  1. all the Business Customer's obligations to CCS under this Account Agreement; and
  2. all Transactions, Instructions, Services and documents on, or relating to, the Accounts, including negotiable instruments made, endorsed or signed on behalf of the Unincorporated Organization.

Signing Officers

The Spnsor may from time to time execute and deliver:

  1. a certified copy of a resolution of the Unincorporated Organization setting forth, by title, the persons participating in the Unincorporated Organization authorized to sign for the Unincorporated Organization in the use of the Accounts; and
  2. a certificate setting forth the names, titles and specimen signatures of the persons participating in the Unincorporated Organization authorized to sign for the Unincorporated Organization and act as the Sponsors and Business Customer in the use of the Accounts; and
  3. replacements of the respective documents described above any time the Signing Officers by title change, or the persons holding those titles change.

CCS will be entitled to rely on the information and specimen signatures contained in the last certified resolution and last certificate delivered to CCS under this section.

5. JOINT VENTURE

If the business is a Joint Venture, then the Business Customer agrees as follows:

Liability

Each of the Participants is jointly and severally liable to CCS for:

  1. all Transactions on or through the Business Customer’s Joint Venture Accounts, use of the Services in the name or on behalf of the Business Customer relating to the Joint Venture Accounts or for purposes of the Joint Venture, and all other dealings with or Instructions given to CCS in the name or on behalf of the Business Customer relating to the Joint Venture Accounts or for purposes of the Joint Venture;
  2. all documents - including negotiable instruments - made, endorsed or signed by or on behalf of the Business Customer relating to the Joint Venture Accounts or for purposes of the Joint Venture; and
  3. all obligations under this Account Agreement.

Continued Liability

The liability of each Participant as described above will continue notwithstanding the dissolution of the Joint Venture, the dissolution of any of its corporate Participants, or the death or incapacity of any Participant who is an individual. The rights and responsibilities of any Participant may be terminated by any one or more of the Participants by written Proper Notice to CCS, but that termination will only be effective with respect to Transactions, Instructions, or other obligations that arise after Proper Notice of the termination.

Signing Officers

The Participants collectively will provide CCS with:

  1. a certificate duly certified by each of the Participants setting forth the number of signatures required to operate the Account, and the names and specimen signatures of the officers authorized to sign for the Joint Venture in operating the Accounts, and
  2. a replacement certificate, completed as described above, any time the Signing Officers of the Joint Venture change.

CCS will be entitled to rely on the information and specimen signatures contained in the last certificate CCS it received from the Participants under this section. CCS may rely upon the foregoing documents delivered by any one of the Participants in the Business Customer.

6. GENERAL OR NAMED OR UNDOCUMENTED TRUSTS

(Includes all lawyers' trusts, notaries' trusts, real estate agents' trusts, strata management trusts, and any other general or named or undocumented trusts CCS may accept from time to time)

If the business is a General or Named or Undocumented Trust, then the Business Customer agrees as follows:

Liability

Each of the Trustees is jointly and severally liable to CCS for:

  1. all Transactions on or through the Business Customer’s Accounts, use of the Services in the name or on behalf of the Business Customer, and all other dealings with or Instructions given to CCS in the name or on behalf of the Business Customer;
  2. all documents - including negotiable instruments - made, endorsed or signed by or on behalf of the Business Customer; and
  3. all obligations under this Account Agreement.

Continued Liability

The liability of each Trustee as described above will continue notwithstanding the dissolution of the Trust. The rights and responsibilities of any Trustee may be terminated by any Trustee providing written Proper Notice to CCS that such Trustee has resigned, is otherwise unwilling to act as a Trustee, died, or has otherwise become incapable of carrying out their duties as Trustee, but that termination will only be effective with respect to Transactions, Instructions, or other obligations that arise after Proper Notice of the termination.

Signing Officers

If the Trustee is a partnership the Business Customer will provide CCS with:

  1. a certificate setting forth the number of signatures required to operate the Accounts, and the names and specimen signatures of the partners and other Signing Officers authorized to sign for the Business Customer in operating the Accounts; and
  2. a replacement certificate, completed as described above, any time the Business Customer's partners change or other Signing Officers change.

If the business is a corporation, the Business Customer will provide CCS with:

  1. a certified copy of a resolution of the directors of the Business Customer setting forth, by title, the officers of the Business Customer authorized to sign for the Business Customer in the use of the Accounts; and
  2. a certificate setting forth the names, titles and specimen signatures of the Business Customer's officers authorized to sign for the Business Customer in the use of the Accounts; and
  3. replacements of the respective documents described above any time the Signing Officers by title change, or the persons holding these titles change. CCS will be entitled to rely on the information and specimen signatures contained in the last certificate CCS received from the Trustee, or any of the Trustees, under this section..

7. VICTIM'S TRUST

If the business is a Victim's Trust, then the Business Customer agrees as follows:

Duration

The provision of the Trust Account by CCS shall continue for a period not exceeding six months in duration. If the Business Customer requires the Account to continue past six months, the Trustees must present documentation to CCS supporting the establishment of a Documented Trust.

Media Involvement

Any media releases related to the Trust Account that mentions CCS in any manner other than that prescribed by CCS at the time the Account is opened will require the approval of CCS.

Liability

Each of the Trustees is jointly and severally liable to CCS for:

  1. all Transactions on or through the Business Customer’s Accounts, use of the Services in the name or on behalf of the Business Customer, and all other dealings with or Instructions given to CCS in the name or on behalf of the Business Customer;
  2. all documents - including negotiable instruments - made, endorsed or signed by or on behalf of the Business Customer; and
  3. all obligations under this Account Agreement.

Continued Liability

The liability of each Trustee as described above will continue notwithstanding the dissolution of the Trust. The rights and responsibilities of any Trustee may be terminated by any Trustee providing written Proper Notice to CCS that such Trustee has resigned, is otherwise unwilling to act as a Trustee, died, or has otherwise become incapable of carrying out their duties as Trustee, but that termination will only be effective with respect to Transactions, Instructions, or other obligations that arise after Proper Notice of the termination.

Signing Officers

The Trustees will provide CCS with:

  1. a certificate setting forth the number of signatures required and the names and specimen signatures of the Trustees and other Signing Officers of the Trust authorized to sign for the Trust in the use of the Accounts with CCS; and
  2. replacements of the certificate described above any time there is a change of Trustees or other Signing Officers of the Trust. CCS will be entitled to rely on the information and specimen signatures contained in the last certificate CCS received from the Trustee, or any of the Trustees, under this section.

8. DOCUMENTED TRUST

(Includes all designated beneficiary trusts supported by a trust document) If the business is a Documented Trust, then the Business Customer agrees as follows:

Liability

Each of the Trustees is jointly and severally liable to CCS for:

  1. all Transactions on or through the Business Customer’s Accounts, use of the Services in the name or on behalf of the Business Customer, and all other dealings with or Instructions given to CCS in the name or on behalf of the Business Customer;
  2. all documents - including negotiable instruments - made, endorsed or signed by or on behalf of the Business Customer; and
  3. all obligations under this Account Agreement.

Continued Liability

The liability of each Trustee as described in above will continue notwithstanding the dissolution of the Trust. The rights and responsibilities of any Trustee may be terminated by any Trustee providing written Proper Notice to CCS that such Trustee has resigned, is otherwise unwilling to act as a Trustee, died, or has otherwise become incapable of carrying out their duties as Trustee, but that termination will only be effective with respect to Transactions, Instructions, or other obligations that arise after Proper Notice of the termination.

Signing Officers

The Trustees will provide CCS with:

  1. a certificate setting forth the number of signatures required and the names and specimen signatures of the Trustees and other Signing Officers of the Trust authorized to sign for the Trust in the use of the Accounts with CCS; and
  2. replacements of the certificate described above any time there is a change of Trustees or other Signing Officers of the Trust. CCS will be entitled to rely on the information and specimen signatures contained in the last certificate CCS received from the Trustee, or any of the Trustees, under this section.

SPECIAL PROVISIONS FOR TRUST ACCOUNTS

If the Business Customer is a trust of any kind, whether a General Trust, Named Trust, a Documented Trust, Victim’s Trust or Undocumented Trust, or other form of trust (collectively for this section a “Trust”), the Business Customer and the Trustees and each of them acknowledge, represent, warrant and agree that:

  1. CCS is not acting as a trustee for any of the Business Customer’s Trust Accounts, is not required to recognize funds being held upon the Trust and that CCS is not required to supervise the use of any Trust Account to ensure that the Account is operated in compliance with the provisions of the Trust, whether or not CCS has notice of the specific provisions governing the Trust. Each Trust Account subject to the Trust or that is purported to be subject to a Trust will be operated by CCS pursuant to the terms of this Account Agreement.
  2. each Trustee comprising the Business Customer shall indemnify CCS from and against, any loss, expense, liability or cost suffered or incurred by CCS arising as a result of, or in connection with: (a) any Account being subject to a Trust, including, without limitation, any loss, expense, liability or cost suffered or incurred by CCS as a result of any Trust Account not being operated in compliance with the provisions of the Trust; or (b) any breach of trust by any of the Trustees or any of the Signing Officers, or other persons, of any kind with authority in respect of the Account pursuant to this Account Agreement.
  3. the Trustees are authorized pursuant to the terms of the Trust to open and operate the Trust Account, use the Services, conduct Transactions and provide Instructions pursuant to the terms and conditions of this Account Agreement.
  4. the Trustees’ acceptance of the obligations and liabilities under this Account Agreement is made by or on behalf and with the authority of each person comprising the Business Customer and each of the Trustees and on behalf of the Trust.
  5. the exercise of CCS’s rights under this Account Agreement will not constitute a breach of the terms of the Trust.
  6. CCS is entitled to rely on these terms as continuing representations in opening and operating the Account and it is the sole obligation of the Trustees to inform CCS if at any time any become untrue or inaccurate. CCS may, at any time, in its sole discretion, require that the Trustees provide confirmation of these representations and the validity of the Trust in the form of an independent legal opinion, or in such other manner or form as may reasonably be required by and is acceptable to CCS at the sole expense of the Trustees.
  7. if any of the provisions of this Account Agreement, or exercise of rights by CCS under this Account Agreement, would contravene the terms of the Trust it is the responsibility of the Business Customer and Trustees to specifically inform CCS of this fact and take steps to ensure the Account is operated in conformity with the terms of the Trust.

PART II

In addition to the applicable terms listed above, the remainder of this Account Agreement governs the operation of ALL Accounts and the provision of any Services.

1. RESPONSIBILITY FOR USE OF ACCOUNT
Business Customer’s Responsibilities

The Business Customer is responsible for:

  1. all activity of any Signing Officers, Corporate Approvers, Corporate Administrators, Cardholders and Users, or other authorized activity undertaken by or on behalf of the Business Customer in connection with, or resulting from the use of any Account or Services, or any Transactions or Instructions; and
  2. all unauthorized activity in connection with, or resulting from the use of any Account or Services, or any Transactions or Instructions unless :
  3. the Business Customer gives Proper Notice of such
    1. unauthorized activity within the timeframes required by this Account Agreement;
    2. the Business Customer is not precluded from making claims in respect of the unauthorized activity by the terms of this Account Agreement or otherwise; and
    3. risk of the unauthorized activity is not expressly allocated to the Business Customer pursuant to this Account Agreement or otherwise at law.

The Business Customer will comply with, and will ensure all Signing Officers, Corporate Approvers, Corporate Administrators, Cardholders and Users are aware of and comply with, all applicable Rules and the policies and procedures of CCS in effect from time to time and act in accordance with the Business Customer’s obligations under this Account Agreement, including but not limited to the Business Customer’s obligations to safeguard Sensitive Information against disclosure and misuse, and to report potential misuse or risk of misuse of Sensitive Information to CCS immediately. Any breach by such persons of the Business Customer’s obligations under this Account Agreement or any other agreement between the Business Customer and CCS shall be, or alternatively is hereby deemed to be, a breach by the Business Customer whether such breach was intentional, negligent, part of a fraudulent design, or otherwise.

Dealings with any Signing Officers, Corporate Approvers, Corporate Administrators, Cardholders and Users in connection with the use of any Account or Services, or any Transactions or Instructions, are or, alternatively, are deemed to be dealings by or on behalf of the Business Customer and binding upon the Business Customer.

Disclaimer

CCS and its affiliates are not responsible or liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer or any other person, except for direct damages resulting from the gross negligence or intentional or wilful misconduct of CCS arising directly from the performance by CCS of its obligations under this Account Agreement, and in any such case CCS and its affiliates will not be liable for any indirect, special, consequential, exemplary, aggravated or punitive damages, loss of profits, revenue or opportunity, or claims of Third Parties, regardless of the cause of action and even if CCS or any of its affiliates has been advised of the possibility of such damages or was negligent. In no event will CCS be liable for any loss or damage suffered by the Business Customer that the Business Customer could with reasonable diligence identify and obtain coverage with a commercially available policy of insurance, or that is caused by:

  1. the actions of, or any failure to act by, any Third Party (and no Third Party will be considered to be acting as an agent for CCS);
  2. the inaccuracies in, or inadequacies of, any information furnished by the Business Customer or its Affiliates, agents or representatives to CCS;
  3. the failure by CCS to perform or fulfill any of its obligations to the Business Customer due to any cause beyond CCS's exclusive control;
  4. a forged or unauthorized signature or a material alteration on any instrument, Instruction or documents relating to a Transaction, or a counterfeit instrument, unless the Business Customer proves:
    1. it was made by a person who was at no time one of the Business Customer’s directors, officers, employees, consultants or agents,
    2. its occurrence was beyond the Business Customer’s control; and
    3. the liability of CCS is not excluded by law, under the terms of this Account Agreement, or otherwise.
  5. any other fraud or unauthorized Account activity or use of Services perpetrated by the Business Customer or any one or more of the Business Customer’s past or present trustees, directors, officers, employees, consultants or agents;
  6. the actions or omission to act on the part of the Business Customer’s past or present directors, officers, employees, consultants or agents, including the Business Customer’s action or omission to act on information provided by CCS;
  7. any fraud or unauthorized Account activity or fraudulent or unauthorized use of Services occurring in whole or in part due to the Business Customer’s failure to adhere to or implement the Business Customer’s obligations under this Account Agreement, any other agreement with CCS, or otherwise failing to protect the confidentiality of their Sensitive Information;
  8. forged or unauthorized signatures on instruments, Instructions or documents associated with Transactions that are not reported to CCS within the timelines stipulated in this Account Agreement;
  9. system malfunction, equipment failure (whether the Business Customer’s equipment or CCS’s equipment), system interruption or system unavailability; or
  10. the implementation of any Transaction or any Instruction where CCS has been provided with the Business Customer’s PAC, PIN or Password.

The Business Customer acknowledges that any official cheque or other instrument provided to the Business Customer by CCS should be treated as the equivalent of cash, and that if any such instrument is lost, stolen or destroyed, CCS will have no obligation to replace or cancel such instrument or refund any amount paid by the Business Customer.

Indemnity

The Business Customer will indemnify and hold CCS and its affiliates and each of them harmless from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS or its affiliates in connection with the administration or operation of any Account or the provision of the Services or in connection with any proceeding, order, claim, demand or legal process of any kind brought or made by any person arising out of or connected with any use of any Account or of any Services by the Business Customer, any Instructions, or any breach by the Business Customer of this Account Agreement or any other agreement between the Business Customer with CCS.

Fraud and Improper Purposes

The Business Customer agrees that it will use the Account only for lawful business purposes of the Business Customer and to advise CCS immediately of any suspicious circumstances surrounding any Account, an amount or instrument deposited to the Account, or any other Transaction relating to the Account. If CCS believes, in its sole discretion, that the Business Customer has committed or may commit fraud, has used an Account for any unlawful or improper purpose, may cause loss or harm to CCS, including reputational harm, has operated any Account in a manner unsatisfactory to CCS or contrary to CCS policies, or violated the terms of this or any other agreement with CCS, CCS may freeze or close any Account or all Accounts of the Business Customer without notice or liability to the Business Customer.

Respect and Civility

The Business Customer will act, and ensure its representatives, act with utmost respect and civility in dealing with CCS and its representatives. CCS may close any Account or all Accounts of the Business Customer without notice if CCS, in its sole discretion, considers that the conduct of the Business Customer or its representatives toward CCS or its representatives is inappropriate.

2. USE OF SERVICES

The Business Customer agrees to follow the instructions of CCS with respect to the use of the Services. CCS may change, restrict, terminate, or suspend any Services, including the types of Transactions and Instructions permitted, or implement new procedures and security measures at any time, without prior notice or liability to the Business Customer.

3. SERVICE FEES
Responsibility for Service Fees

The Business Customer will pay the applicable service fees established by CCS from time to time that apply in relation to Accounts or Services. CCS may deduct such service fees, when due, from any Account without notice. CCS may change its service fees and impose new service fees from time to time.

Information about CCS service fees may be obtained by the Business Customer by accessing the CCS Website, at CCS Branches, or through Contact Centre Services, but any information provided with respect to service fees is restricted to the amount of the service fees at the time of the inquiry and exclusive of amounts that may be imposed by Third Parties.

Notice of Changes

CCS may give notice of new service fees and of any changes to service fees, from time to time, by:

  • sending a notice by regular mail to the Business Customer’s last known address;
  • including a notice in an Account statement mailed to the Business Customer;
  • publishing a service fee disclosure pamphlet;
  • notices of service fees that may be sent by email, posted through a CCS ATM or made available at branches of CCS;
  • the CCS Website;
  • E-Services; or
  • such other means of communication as CCS may offer from time to time .

Use of an Account or the use of the Services after the effective date of any new service fees or change to service fees will be deemed acceptance of such change.

Third Party Service Fees

Where the Business Customer uses Services, conducts Transactions, or provides Instructions through Third Parties, or accesses Accounts through services provided by Third Parties, including but not limited to Third Party ATMs or Card Devices, the Third Parties are agents of the Business Customer and not CCS. Any service fees, commissions, or other revenue imposed by or generated and payable to the Third Parties must be paid by the Business Customer, may be charged to the Accounts by CCS without recourse against CCS, and are additional to the service fees established by and payable to CCS. Any disputes with respect to dealings with a Third Party will be resolved as between the Third Party and the Business Customer, to the exclusion of CCS.

4. INTEREST

CCS may change the applicable interest rate that applies to an Account, if any, or the manner of calculating the applicable interest rate, from time to time. CCS may give notice of the change by notices in branches of CCS or on the CCS Website, or by any other means of giving notice contemplated in this Account Agreement or otherwise determined by CCS from time to time.

5. CCS FORMS

The Business Customer will use only those forms, cheques, automated teller machine cards, and other items which are authorized by CCS from time to time.

6. CONFIDENTIAL INFORMATION

CCS may release confidential Business Customer information (i) to Third Party service providers in connection with the provision of Services or the operation of the Account; (ii) to the affiliates and associated companies of CCS, (iii) as permitted or required by law or this Account Agreement, or in a court proceeding; or (iv) with the consent of the Business Customer.

Any personal individual information of any person associated with the Business Customer that is governed under the Personal Information Protection Act (BC) and is collected, used and retained as a result of this Account Agreement is guided by the CCS Privacy Policy applicable to individuals, as amended from time to time, a copy of which can be obtained from any branch of CCS or on the CCS Website.

In the case of Sole Ownerships or Partnerships or Joint Ventures involving individuals, or Trusts that have not obtained or provided to CCS a Canada Revenue Agency Trust Account Number, the Business Customer agrees that CCS may use the Business Customer's social insurance number for tax reporting and other lawful purposes.

7. PROCEEDS OF CRIME LEGISLATION

The Business Customer understands that the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations applies to the use of Accounts and the provision of the Services, and that CCS will from time to time adopt policies and procedures to address the reporting, recordkeeping, client identification and other requirements of that legislation. The Business Customer agrees to comply with all such policies and procedures, and consents to CCS conducting such activities, including background checks, as CCS may consider necessary for the purpose of complying with its obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations.

The Business Customer also agrees to ensure that all of its Signing Officers, Corporate Approvers, Corporate Administrators, and Users comply with all such policies and procedures and are aware that their personal information may be collected, used, or disclosed by CCS to comply with its obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations.

8. REQUESTS FOR DOCUMENTS
Requests

If the Business Customer requests that CCS provide documents or other information relating to an Account or the membership, CCS will provide to the Business Customer the documents and information that CCS is required to disclose by law and CCS in its discretion may provide to the Business Customer any additional documents or information that CCS is not required to disclose by law. CCS will not provide the Business Customer with documents or information when prohibited by law from doing so. If CCS provides documents to the Business Customer, CCS may redact the documents to the extent CCS in its discretion considers necessary.

CCS may require a reasonable amount of time, as determined by CCS, to consider and respond to a request for documents or information.

Copies

CCS may provide copies of documents and has no obligation to provide the Business Customer with originals.

Processing Fee

CCS may require the Business Customer to pay a reasonable processing fee, as determined by CCS from time to time, before providing any documents or information to the Business Customer. This fee will depend on the nature and scope of the request. CCS may estimate this fee in advance, but CCS has no obligation to determine the exact amount of the fee until the documents and information have actually been gathered.

9. JOINT ACCOUNTS

This section only applies if the account is jointly held by more than one person or entity.

Acknowledgment

Each of the persons comprising the Business Customer acknowledges that all funds deposited in any Account and all interest earned on those funds will be held jointly with the “right of survivorship”, as described in this section, and that CCS is entitled to permit any of the persons comprising the Business Customer to deal with any Account as described in this section, notwithstanding any notice or information to the contrary.

Joint and Several Obligations

The Business Customer’s obligations under this Account Agreement are the joint and several obligations of each person comprising the Business Customer. Each person comprising the Business Customer is jointly and severally liable for all use of any Account and for all Transactions and any obligations imposed on the Business Customer under this Account Agreement.

Right of Survivorship

All funds deposited in an Account and all interest earned on those funds is the joint property of all persons comprising the Business Customer, with the “right of survivorship”. That means that if one of the persons comprising the Business Customer dies, all funds deposited in an Account and all interest earned on those funds automatically becomes the property of the surviving persons comprising the Business Customer, and does not form part of the deceased joint tenant’s estate. CCS will only have obligations with respect to an Account to the surviving persons comprising the Business Customer.

On the death of a person comprising the Business Customer, any balance in an Account may be withdrawn or made payable to the surviving persons comprising the Business Customer, or CCS may remove the deceased person from the Account. CCS may require evidence of death acceptable to CCS. If it is not possible, due to the death of any person comprising the Business Customer, to obtain signatures required, CCS may act on the signatures of all survivors.

CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by any person in connection with any dispute relating to any Account involving the joint tenants, the estate of a deceased joint tenant, the surviving joint tenants or a Third Party. Each person comprising the Business Customer will indemnify and hold CCS harmless from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS in connection with any dispute relating to any Account involving the joint tenants, the estate of a deceased joint tenant, the surviving joint tenants and/or a Third Party, even if caused by the negligence of CCS.

Instructions

Any person comprising the Business Customer may sign cheques, withdrawals and other debit instruments or Instructions. Any authorization or Instruction given to CCS by any person comprising the Business Customer is binding on all of the persons comprising the Business Customer, and CCS may accept from any such person Instructions in person, in writing, by telephone, fax or other electronic means and provide to any such person Contact Centre Services, Coast Online® Banking Services, and Coast Mobile® Banking Services or other Services in respect of the Accounts.

CCS may in its discretion, if requested by all persons comprising the Business Customer, require that two or more persons comprising the Business Customer must sign cheques, withdrawals and other debit instruments. In such case, any authorization given to CCS by two or more such persons in accordance with the request is binding on all of the persons comprising the Business Customer, and CCS may accept from such persons Instructions in person, in writing, by telephone, fax or other electronic means. CCS may refuse to provide Contact Centre Services, Coast Online® Banking Services, and Coast Mobile® Banking Services to an Account if two or more persons must sign cheques, withdrawals and other debit instruments. CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by reason of CCS acting on the Instruction or authorization of fewer than the requested number of persons comprising the Business Customer, even if caused by the negligence of CCS.

CCS may in its discretion require all persons comprising the Business Customer to sign Instructions or other documents. The Business Customer shall be bound, in any event, by all Instructions given using or verified by use of an authorized username, Password, PAC or PIN.

Endorsement of Instruments

CCS may credit any Account with the proceeds of any instruments, including securities, that are signed by, drawn by, payable to, the property of, or received by CCS for credit to, any one or more of the persons comprising the Business Customer. Each of the persons comprising the Business Customer agrees that CCS may endorse any of those instruments on behalf of such person.

Release of Information

Each of the persons comprising the Business Customer authorizes CCS to release to any person comprising the Business Customer any information relating to any Account, including information relating to the time period before a person comprising the Business Customer became a joint tenant of the Account. On the death of a person comprising the Business Customer, each of the persons comprising the Business Customer authorizes CCS to release to the estate representative of the deceased person any information relating to the time period prior to the date of death.

10. LEGAL REPRESENTATIVES

CCS may contract with a Business Customer's properly appointed legal representatives, including but not limited the officers, directors, agents, attorneys, and Signing Officers of the Business Customer.

CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by any person that is in any way connected to the operation of any Account by a legal representative or a person purporting to be a legal representative. The Business Customer will indemnify and hold CCS harmless from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS that are in any way connected to the operation of any Account by a legal representative or a person purporting to be a legal representative.

11. CHEQUES AND CHEQUE IMAGING

CCS may in its discretion provide copies of images of cheques and other instruments with the statement of account. In addition, Coast Online® Banking Services may permit the Business Customer to view and print images of cheques and other instruments drawn on an Account. Service fees may apply to the provision of images of cheques and other instruments. The Business Customer acknowledges that such copies or images may be made available before CCS has determined whether the cheque or other instrument will be honoured or accepted. The Business Customer agrees that the provision of such images does not mean the Transaction has been processed, that the Transaction is not subject to reversal, or in any way obligate CCS to honour or accept the cheque or other instrument.

The Business Customer acknowledges that physical cheques and other instruments may be destroyed and CCS has no obligation to provide the Business Customer with physical cheques and other instruments.

12. DEPOSITS AND COLLECTIONS
Acceptance of Deposits

All deposits made to an Account are subject to verification as to the source of funds by CCS and to its policies regarding the acceptance of funds for deposit. CCS may, in its discretion change these policies from time to time. CCS may refuse to accept a deposit to an Account.

CCS’s policies regarding the acceptance for funds for deposit include, but are not limited to, its “hold-funds” policy. CCS may, in its discretion, apply a “hold-funds” period on deposits so that deposits can clear and funds can be verified. When a “hold-funds” period is in effect, the funds so held will not be available for withdrawal or payment of clearing items.

Acceptance of a deposit or release of a hold does not mean that the deposit is good, free from Third Party claims, or otherwise free from risk of reversal or chargeback. The right to hold funds in this section is in addition to and not derogation of any other rights CCS may have to place holds on Accounts.

Debits to Accounts

The Business Customer is liable to CCS for any cash received or any credit to an Account for a deposit and any applicable interest if for any reason the deposit is uncollected or dishonoured or returned, or if CCS determines that the deposit was made in error or was otherwise improper or unauthorized or fraudulent. CCS may without notice reverse any credit made for such a deposit. The Business Customer waives any rights to presentment, notice and protest.

The Business Customer agrees to pay CCS and authorizes and directs CCS to debit any Account for the amount of all items deposited that are uncollected or dishonoured or returned for any reason and that the Business Customer has received credit or cash.

The Business Customer will forthwith indemnify CCS for all costs, charges and expenses incurred by CCS in connection with the foregoing and CCS may debit any of the Accounts with such costs, charges and expenses.

Direct Deposits

CCS may accept direct deposits to an Account but CCS will not be responsible for the type or amount of the deposit or for any delays in crediting such deposit to an Account. It is the responsibility of the Business Customer and not CCS to notify any party making direct deposits of any change in direct deposit Instructions.

13. ENDORSEMENT STAMP

The Business Customer may use a stamped impression bearing the Business Customer's name to endorse cheques or other instruments the Business Customer delivers to CCS for deposit, discount, collection or otherwise. Endorsement in such a manner will be as binding on the Business Customer as an endorsement actually signed by the authorized Signing Officers of the Business Customer.

14. AUTHORIZATION

The Business Customer irrevocably authorizes and directs CCS to debit or credit, as the case may be, the amount of any Transaction to an Account in accordance with the normal practices of CCS, whether such Transaction is authorized in person or using any of the Services. CCS procedures respecting debiting and crediting of any Transaction may be revised from time to time with or without notice to the Business Customer.

15. FOREIGN CURRENCY TRANSACTIONS
Availability

All Transactions involving a foreign currency are provided by CCS only on an "as-is" and "as available" basis. Deposits to an Account, whether by cash or non-cash instrument, made and accepted by CCS in a currency other than the currency of the Account, will be converted into the currency of the Account.

Foreign Currency Transaction Irrevocable

Once a Transaction involving a foreign currency has been processed by CCS it cannot be revoked or countermanded by the Business Customer.

Rate of Conversion

In any Transaction entered into directly between the Business Customer and CCS involving a foreign currency exchange, the rate of conversion will be CCS’s selling rate for the conversion transaction as determined by CCS on the date of the Transaction. The Business Customer understands that CCS’s selling rate for currency may be more than CCS’s rates for buying the same currency. The Business Customer also understands that a service fee and commission may also apply to foreign currency exchange Transactions in addition to any spread between buying and selling rates of foreign currency. CCS may apply a percentage based commission to foreign currency exchange Transactions in accordance with the rates disclosed from time to time on the CCS Website and available in branch.

If the Business Customer purchases foreign currency through a non-CCS ATM or Card Device, or through any Third Party access network, having a secure network access protocol with CCS by which a debit request can be received by CCS for the Business Customer’s Account, the Business Customer understands and agrees that: the non-CCS ATM or Card Device may charge a fee for the use of that ATM or Card Device; the non-CCS ATM or Card Device, and the secure network access providers may charge a fee, a commission, or earn a spread between the buying and selling rates of foreign currency, there may be multiple conversion transactions that occur in the course of delivery of the debit request through the Third Party access network, each of which may be subject to fees or a spread payable to Third Parties, and CCS may debit the Account for an amount that includes all such sums payable to Third Parties, to cover the foreign currency purchase, and in addition, may charge a fee for the processing of the Transaction. CCS may apply a percentage based commission to foreign currency exchange Transactions in accordance with the rates disclosed from time to time on the CCS Website and available in branch. If the debit request is received in a currency other than the currency of the account, a currency exchange Transaction may be completed as outlined in the preceding paragraph.

CCS May Decline to Act

CCS may in its discretion decline to proceed with a Transaction involving a foreign currency. CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by reason of CCS so declining to act.

16. WIRE TRANSFER OF FUNDS
Effect of Instructions

CCS may in its discretion accept Instructions for the wire transfer of funds, and CCS and its corresponding financial institutions may rely, without verification, on the name and account number of the recipient of the wire transfer provided by the Business Customer.

Wire Transfer Irrevocable

Instructions to wire transfer funds are irrevocable once processed by CCS and funds so transferred cannot be recovered by CCS.

Acknowledgments re: Wire Transfers

The Business Customer acknowledges that :

  1. the completion of processing of a wire transfer of funds may be subject to the effect of cut off times, differing time zones, and other restrictions ;
  2. if the Business Customer has provided incomplete or incorrect information, a wire transfer may not be processed, or may be processed incorrectly;
  3. there can be no guaranteed time or date of delivery of a wire transfer;
  4. a wire transfer may be subject to government or other forms of interception, that CCS cannot prevent and shall not be liable for;
  5. the recipient of a wire transfer may be responsible for the payment of additional fees levied by intermediary or destination financial institutions in addition to service fees of CCS and such sums may be deducted from the wire transfer amount without notice to CCS or the Business Customer; and
  6. if a wire transfer is returned for any reason, it may be subject to exchange rate fluctuations and to additional fees levied by CCS or any other financial institutions involved in the wire transfer.
Costs

The Business Customer will pay all fees of and costs incurred by CCS and its corresponding financial institutions in connection with processing a wire transfer of funds.

CCS May Refuse to Act

CCS may in its discretion decline to act upon Instructions to wire transfer funds. CCS will not be responsible for any loss or damage incurred by reason of so declining to act.

17. CHEQUES AND WITHDRAWALS

The Business Customer may make withdrawals from an Account at any CCS branch, through a Card Device, by drawing encoded cheques on any chequing Account or by using such other methods as CCS may make available from time to time.

CCS may require that the Business Customer provide five days' prior notice of a withdrawal or such other amount of prior notice as CCS may reasonably require.

CCS may, in its sole discretion and for its sole benefit, require verification or additional confirmation from the Business Customer, or of a Signing Officer other than the Signing Officer, or other party providing the Instruction, before acting upon withdrawal or other Instructions. CCS shall owe no duty to the Business Customer to seek such verification, even if verification or additional confirmations have been sought in the past, including but not limited to in situations where withdrawal Instructions are:

  1. drawn to the order of the Signing Officer who signed them;
  2. payable to cash or bearer;
  3. encashed or tendered to pay the obligations of the Signing Officer who signed the cheque or withdrawal slip or otherwise provided the Instruction;
  4. deposited to the credit of the Signing Officer who signed them; or
  5. drawn to the order of the Trustee of a Trust Account.
18. PREAUTHORIZED DEBITS (PADS)

If the Business Customer has preauthorized debits (PADs) to be issued against any of the Accounts, the Business Customer acknowledges that:

  1. the use of their Account is for business purposes and purchases by way of PADs on the Account will be made only for goods and services related to the business of the Business Customer;
  2. if a PAD was not drawn in accordance with the Business Customer's authorization, or the authorization was revoked or pre-notification was not given as required under the Rules, CCS will only accept a claim for reimbursement up to and including ten business days after the date the PAD was processed to any of the Accounts and made in accordance with the Rules, as amended from time to time;
  3. the Business Customer may not receive the statement of account for the Account before the ten-business day period expires and CCS is not obliged to otherwise notify the Business Customer of PADs debited to the Accounts;
  4. after the ten-business-day period expires, and whether or not the Business Customer has been notified of the PAD being debited to the Accounts, the Business Customer must resolve any dispute directly with the payee and CCS will have no obligation to seek recourse under the Rules, or to reimburse the Business Customer for the amount of such PAD, notwithstanding any other provision of this Account Agreement; and
  5. no recourse may be available to the Business Customer through CCS if the PAD is a Cash Management PAD or a Funds Transfer PAD, both as defined in the Rules and being transfers of funds between Accounts of the Business Customer.

The Business Customer releases and discharges CCS from all claims and demands (except claims for reimbursement made within the ten-business-day period) in respect of PADs issued against any of the Accounts, and the Business Customer will forthwith indemnify CCS for all losses, costs, charges and expenses incurred in connection therewith.

19. BILL PAYMENTS
Business Customer Responsibility

The Business Customer is responsible for ensuring the accuracy of any billing account number to which the Business Customer intends to transfer funds. If the Business Customer provides the wrong account number, CCS will not be liable for any loss , damage, injury or inconvenience suffered as a result of funds being transferred to the wrong recipient .

The Business Customer acknowledges and agrees that:

  1. Bill Payments may not be processed immediately and it is the responsibility of the Business Customer to ensure that Bill Payments are initiated in sufficient time for the payment to be received by the issuer of the bill before its due date; and
  2. CCS will not be liable for any cost, expense, loss, damage or inconvenience of any nature or kind whatsoever, arising as a result of a delay in the processing of Bill Payments.
Effect of Transaction

The Business Customer acknowledges that when the Business Customer uses any of the Services for bill payments, funds are transferred out of the Account and there is no guarantee that the Transaction can be revoked or countermanded. CCS is not responsible or obligated to retrieve or return such funds to the Business Customer. If CCS does retrieve or return such funds to the Business Customer, service fees may apply.

Disputes re: Bill Payments

If the Business Customer has any dispute with a billing company concerning bill payments made using the Services, including the impositions of any additional charges, late fees or penalties, the Business Customer will settle the dispute directly with the billing company.

20. STOP PAYMENTS
Instructions

Any countermand or notice of stop payment of a cheque or other negotiable instrument drawn on any Account must either be in writing and signed by the Business Customer or given in accordance with such other procedures as CCS may from time to time make available. The Business Customer acknowledges that a countermand of payment made through any of the available Services can be effected by a single Signing Officer or User with "stop payment" rights, regardless of the number of persons who signed the cheque or other negotiable instrument, and the Business Customer will be bound by such a countermand of payment.

Effect of Instructions

On receipt of a countermand or notice of stop payment, CCS will make a reasonable effort to effect the Instructions given, but CCS will not be liable to the Business Customer or any other person by reason of complying with, or failing to comply with, the Instructions for any reason.

Indemnity

The Business Customer will indemnify and hold CCS harmless from and against any and all liabilities, losses, claims and costs, including legal costs, resulting from CCS complying with, or failing to comply with, a countermand or notice of stop payment, even if caused by the negligence of CCS.

21. COLLATERAL

The Business Customer agrees that all security now or hereafter held by CCS will also be security for any and all indebtedness arising from the operation of any Account or the use of any Services and that CCS may without notice apply such security to such indebtedness.

22. OVERDRAFTS ARE NOT PERMITTED

Unless a separate agreement creating a line of credit or overdraft protection has been signed by the Business Customer and approved and accepted by CCS, the Business Customer has no right to overdraw an Account or effect any Transaction that would result in a negative balance in an Account. CCS may, but is not obligated to, permit such overdraft or Transaction. Whether or not CCS permits such overdraft or Transaction, the Business Customer will pay CCS’s applicable services fees and will indemnify and hold CCS harmless from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS in connection with the overdraft or Transaction. If CCS does permit an overdraft, the overdraft will constitute a loan that is immediately due without demand and that bears interest at the overdraft interest rate established by CCS from time to time.

23. RIGHT OF SET-OFF

CCS may at any time and without notice:

  1. use any or all of the funds in any Account or any other account in the name of any person comprising the Business Customer, to pay any debts or other obligations of the Business Customer to CCS; and
  2. use any or all of the funds in any Account to pay any debts or other obligations of any person comprising the Business Customer to CCS.
24. DORMANT ACCOUNTS
Service Fee

CCS may levy applicable service fees on any Account that has had no Business Customer generated activity for a period of more than 24 months (a “Dormant Account”), and may deduct the service fees from the Dormant Account. CCS will give notice to the Business Customer of such a fee only with respect to those Dormant Accounts that have a credit balance in excess of $100.

Closing Accounts

If at any time the balance in a Dormant Account is less than the applicable service fees, CCS may close the Dormant Account without notice to the Business Customer.

25. TRADE NAME

If CCS permits the Business Customer to use a trade name to conduct business with CCS, the Business Customer agrees that it will be liable for all business, Instructions, Transactions, Account activity, and use of Services in the trade name.

In particular, the Business Customer agrees that the Business Customer:

  1. will be liable for all cheques or other non-cash instruments processed in the trade name, made payable to, or endorsed in favour of the Business Customer in the Business Customer’s trade name;
  2. will not deposit any cheques or other non-cash instruments in the trade name for which the Business Customer is not the intended payee; and
  3. 3. shall indemnify and save CCS harmless against all claims made against CCS and all liabilities incurred by it by reason of CCS dealing with the Business Customer, including accepting cheques and other non-cash instruments in the foregoing manner.
26. INFORMATION AND SUPPORTING DOCUMENTATION

The Business Customer agrees to provide CCS with any information or supporting documentation of the business as may be requested by CCS from time to time.

27. INSTRUCTIONS TO CCS
Effect of Instructions

CCS is authorized to act on all Instructions as if the Business Customer’s Signing Officers had attended on CCS in person and given signed written Instructions.

CCS may in its sole discretion decline to act on Instructions. For example, and without limiting CCS’s discretion, CCS may decline to act on Instructions if there are insufficient funds in an Account, if CCS doubts that the Instructions have been properly authorized, or if CCS doubts that it has properly understood the Instructions.

Types of Instructions

CCS is authorized to act upon Instructions given in person, by telephone, facsimile, email, through the Remote Access Banking Services, or other electronic means acceptable to CCS.

Telephone, Fax and Electronic Communications

All telephone, fax, email, or other electronic Instructions, given through the Remote Access Banking Services or otherwise, and acted on by CCS will be conclusively considered to be valid and binding Instructions. CCS may from time to time in its discretion decline to accept Instructions given to CCS using a particular communication method.

Evidence

CCS may rely on or enter into evidence at any trial, hearing or proceeding, fax documents, email or other electronic Instructions received by CCS as if they were original documents. The Business Customer will not object to the entry of those documents (or copies or electronic images of them) into evidence as sufficient and valid proof of their contents. CCS may rely on or enter into evidence at any trial, hearing or proceeding, copies of electronic documents and communications that are printed or otherwise reproduced from the files or records established by CCS as if they were original documents and the Business Customer will not object to the entry of such copies as sufficient and valid proof of their contents. Without limiting the generality of the foregoing, the Business Customer will not object to the admission of CCS’s records or copies of such records as evidence in any legal proceeding on the basis that such records are not originals, are not in writing, are hearsay, or are unreliable or inadmissible documents as they contain information extracted from a computer or other electronic storage device.

Verification of Instructions

CCS may, but is not obligated to, verify the source of communications before acting on Instructions.

Timing of Transactions

Depending on the time of day the Instructions are received and the nature of the Transaction requested, CCS will, subject to other restrictions in this Account Agreement or otherwise imposed by law, act upon telephone, facsimile or other acceptable means of Instructions given in accordance with this Account Agreement during normal business hours on the earliest possible business day.

Contacting CCS

CCS will, on request, provide the Business Customer with designated telephone and fax numbers or other means of contacting CCS acceptable to CCS, and will inform the Business Customer as to what kinds of Instructions and documents it will accept by facsimile or other electronic means.

Indemnification

The Business Customer will indemnify CCS from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS as a result of CCS acting or failing to act on telephone, fax, email or other electronic Instructions from the Business Customer, even if caused by the negligence of CCS.

CCS Not Responsible

CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred if a Business Customer communicates confidential or personal information to CCS by fax, email or other electronic means or if CCS communicates such information by fax or other electronic means to a fax number or electronic address provided by the Business Customer or used by the Business Customer to communicate with CCS.

Risk

The Business Customer agrees to, and does hereby, assume all risk (including specifically the risk of fraud through forgery or impersonation or otherwise) resulting from telephone, facsimile, email or other electronic Instructions given to CCS, using Remote Access Banking Services or otherwise in the name of the Business Customer. CCS will not be liable for any damages or other liabilities that the Business Customer may incur by reason of CCS acting or failing to act on an Instruction given in the name of the Business Customer, whether or not the Business Customer actually gave such Instructions.

28. RECORDING OF TELEPHONE CONVERSATIONS

When the Business Customer’s representatives speak to CCS representatives on the telephone, CCS may monitor or record the conversation for quality assurance, record keeping, investigational or training purposes. In order to protect CCS customers and CCS from criminal activity, CCS may use security cameras at its branches and ATMs. The Business Customer consents to such monitoring and recording. CCS may use and rely on these recordings as evidence of Instructions given by a Business Customer to CCS with respect to a Transaction. The Business Customer understands that not all telephone conversations will be recorded nor will all in branch activity necessarily be captured and recorded by security cameras, and agrees that the absence of such a recording shall not be proof that an Instruction was not given.

29. EVIDENCE OF TRANSACTIONS
Records of CCS Conclusive

In the absence of evidence to the contrary, the records of CCS are conclusive for all purposes, including litigation, and including in respect of:

  1. any Instructions through the use of a Business Card;
  2. the contents of any envelope deposited by the Business Customer into an ATM or business depository;
  3. Instructions for the making of a withdrawal, deposit or transfer through the use of any Services;
  4. any other matter or thing relating to the state of accounts between the Business Customer and CCS in respect of any Transaction; and
  5. all Account Changes.

If the Business Customer believes the records of CCS contain an error or omission, the Business Customer must give written notice to CCS within the time provided in this Account Agreement for the Business Customer to give Proper Notice of any errors, irregularities or omissions to CCS.

Transaction Records for Convenience Only

A record of the Transaction generated by a Card Device or otherwise is solely for the convenience of the Business Customer. Whether such a record is issued or not, it is the Business Customer's responsibility to verify that the Transaction has been properly executed by checking the itemized account statement mailed by CCS or, if no statement is mailed, by using Contact Centre Services, E-Services, or through such other means that may be made available by CCS, so that the Business Customer can detect and give timely Proper Notice of any errors, irregularities or omissions in the statement or entries, or otherwise, in CCS’s records.

30. ACCOUNT STATEMENTS
Mailing Address

CCS may mail an account statement together with any copies of imaged cheques (if provided), notices and other items to the Business Customer’s last known address. CCS may, in its discretion, change the content, frequency or method of distribution of account statements. If an Account is a Joint Account, an account statement mailed to any one of the persons comprising the Business Customer is deemed to have been mailed to all of the persons comprising the Business Customer.

If, on three consecutive occasions, account statements or other documents sent by CCS to the Business Customer are returned, CCS is not required to send any further account statements or documents to the Business Customer until the Business Customer informs CCS in writing of the Business Customer’s new address. If no action is taken by the Business Customer to immediately notify CCS of any change in address, the Business Customer will have no claim against CCS for reimbursement resulting from failure of the Business Customer to verify and provide notice to CCS of errors, irregularities or omissions as required under this Account Agreement.

Other Methods

In addition to reviewing statements when received, the Business Customer agrees to regularly use E-Services or any CCS ATM to verify Account entries and balances.

No Mailed Statement Option (Opt-out)

The Business Customer may, by notice to CCS, request that no statements of account be mailed by CCS to the Business Customer. If the Business Customer so requests, CCS may, where permitted by law, discontinue mailing statements of account to the Business Customer. In such event, the Business Customer agrees that it is thereafter the responsibility of the Business Customer to verify, by use of Contact Centre Services or E-Services, or by use of such other means as may be made available by CCS, that there are no errors, omissions or irregularities with respect to the entries posted to the Account. The Business Customer agrees to conduct such verification on a regular (not less than monthly) basis.

Errors or Omissions

Within 30 days of the statement date or, if the Business Customer has elected to not receive statements by mail, within 30 days of the date on which the entry was or should have been posted to an Account, the Business Customer must give Proper Notice to CCS of any errors, irregularities or omissions in the statement, entries, cheques, or other items (including any unendorsed items, forged or unauthorized endorsements, other forgeries or other debits wrongly or fraudulently made). The Business Customer agrees that, if the Business Customer does not notify CCS within the applicable timeframe of any such errors, irregularities or omissions, then, notwithstanding any negligence, fault or wrongdoing on the part of CCS or any party for whom it may be responsible in law or equity:

  • the entries and balances shown on the statement, or, if the Business Customer has elected to not receive statements by mail, in the records of CCS, are correct and binding on the Business Customer;
  • the Business Customer is not entitled to be credited with any sum not shown on the statement or, if the Business Customer has elected to not receive statements by mail, not shown in the records of CCS; and
  • the Business Customer will have no claim against CCS for reimbursement relating to any entry on the statement or, if the Business Customer has elected to not receive statements by mail, any entry in the records of CCS, even if the entry is unauthorized or is based on a cheque or other instrument or instruction that is unendorsed, forged, fraudulent or unauthorized.

31. NO OBLIGATION

Nothing in this Account Agreement will oblige CCS to:

  1. honour any cheque or instrument drawn by the Business Customer on CCS;
  2. accept any monies from the Business Customer for investment in shares or for deposit;
  3. redeem shares;
  4. transfer money between accounts; or
  5. lend money to the Business Customer.
32. CLAIMS AFFECTING ACCOUNTS

If CCS has notice of a Third Party claim or possible claim against, or interest in, any Account, or notice of a Third Party claim or possible claim against the Accounts or funds of any one or more of the persons comprising the Business Customer, under any proceeding, court order, statutory demand, or under the Family Law Act , the Wills Estates and Succession Act or other legislation , or there is a dispute as to entitlement to operate the Accounts between the persons comprising the Business Customer or the Signing Officers, then CCS may refuse to permit the Business Customer to have any dealings with any Account, refuse to implement Instructions on the Account, restrict or withdraw Services, and refuse to honour cheques or other items drawn on any Account pending resolution of the claim to the satisfaction of CCS. Satisfactory resolution may include clarification and agreement as to the persons entitled to the funds standing to the credit of the Business Customer, or of the persons with authority to provide Instructions and conduct Transactions in respect to any Accounts. CCS will not be liable for any loss , damage , injury or inconvenience suffered or incurred by the Business Customer or any other person as a result of CCS exercising these rights.

If a Third Party claim, or dispute relating to authority to operate any Account cannot be resolved in a reasonable period of time CCS may, in its discretion, apply for directions from the Court as to distribution of funds to the credit of any Accounts, operation of the Account and, if such an application is necessary, the Business Customer shall indemnify CCS for all associated costs, including legal fees, which costs may be set-off against any funds owing to the Business Customer.

33. CHANGES TO THIS ACCOUNT AGREEMENT

CCS may change the terms of this Account Agreement from time to time. CCS will inform the Business Customer of any change by:

  1. sending a notice of such change by regular mail to the Business Customer’s last known address;
  2. including a notice of such change in an Account statement mailed to the Business Customer;
  3. posting a notice on the CCS Website ;
  4. through E-Services;
  5. posting a notice in each branch ;
  6. sending an email notification to an email address provided by the Business Customer for the purpose of receiving notices from CCS; or
  7. such other means as CCS considers appropriate.

The effective date of the change will be set out in the notice.

Operation of an Account or the use of Services after the effective date of any change will be deemed acceptance of such change.

34. CLOSING OF ACCOUNTS

CCS may in its discretion close any Account at any time, without prior notice, and pay the balance, subject to any rights of set-off, to the Business Customer. Account closure by CCS or by the Business Customer may be subject to a service fee. Account closure does not release the Business Customer from any debt or obligation to CCS.

The Business Customer may also close an Account at any time by providing Proper Notice to CCS. The closure of any or all Accounts shall not affect

  1. the liability of the Business Customer in respect of any Transactions, agreements and instruments or documents or Instructions made, drawn, accepted, endorsed or signed on behalf of the Business Customer before the notice was received and acted upon by CCS to close the Account; or
  2. the continuing liability of the Business Customer under this Account Agreement arising from the operation or use of any Account or Services prior to the Account closure.
35. BANKRUPTCY AND INCAPACITY

CCS may freeze or restrict any Account or all Accounts (including Joint Accounts) without notice if:

  1. any person comprising the Business Customer is determined by a court to be , or if in the reasonable opinion of CCS any person comprising the Business Customer might be, mentally incapable of managing the person’s financial affairs; or
  2. any person comprising the Business Customer becomes bankrupt or a receiver is appointed over the person’s assets.

In the event that any person comprising the Business Customer becomes bankrupt or a receiver is appointed over the person’s assets, the Business Customer agrees that CCS may receive Instructions from an appointed trustee in bankruptcy or receiver in relation to any Account.

36. PAC AND PIN OTHER SENSITIVE INFORMATION
Confidentiality of PAC and PIN

The Business Customer will keep any PAC or PIN, Password, and One-Time Password, confidential and shall not record such Sensitive Information in any format or medium, including, but not limited to, in electronic form, voice mail or email, unless the record is in a form that is indecipherable to others. The Business Customer and its representatives will not select an obvious combination of digits or letters for a PAC or PIN or Password, or if the PAC or PIN or Password are recorded in an encrypted data file indecipherable to others, as a password for access or decryption of such encrypted data file, including but not limited to use of the Business Customer’s name, address, telephone number, birthdate or social insurance number, The Business Customer will always screen the entry of a PAC or PIN or Password or One-Time Password.

The Business Customer may change a PAC or PIN or Password at any time and will change a PAC or PIN or Password if and when required by CCS. For added safety and security, CCS recommends that the Business Customer change each PAC, PIN and Password on a regular basis, such as every 90 days.

Use of PAC, PIN, Password or Biometric Device

The Business Customer agrees that the use of a PAC, PIN, Password, a One-Time Password or Biometric Device to conduct a Transaction or provide Instructions is the equivalent of an electronic signature and constitutes authorization of the Transaction or Instruction in the same manner as if authorization was given by the Business Customer in person in the form of signed written Instructions. The Business Customer will be bound by each such Transaction or Instruction. CCS is not required to verify the actual identity or authenticity of any user of a PAC, PIN, Password, or Biometric Device.

Once a PAC, PIN, Password, One-Time Password, or Biometric Device has been used to effect a Transaction or provide Instructions, the Transaction may not be revoked or countermanded by the Business Customer and, if acted upon, the Instruction shall be binding upon the Business Customer and irrevocable.

The Business Customer irrevocably authorizes and directs CCS to debit or credit, as the case may be, the amount of any Transaction or other Instruction to the Accounts in accordance with the normal practices of CCS.

Misuse of Sensitive Information

If the Business Customer suspects or becomes aware that a record of a PAC, PIN, Password, or One-Time Password, have been lost or compromised, whether encrypted or otherwise indecipherable to others or not, or that there has been misuse or unauthorized use of a PAC or PIN, Password, One-Time Password or a Biometric Device, or that a PAC, PIN, Password, or One-Time Password, have become known or accessible to another person, or a Biometric Device has been or may be compromised, the Business Customer will notify CCS immediately in person or by telephone. CCS will provide the Business Customer with a telephone number to call to report such loss, misuse or unauthorized use or knowledge or compromise of a PAC, PIN, Password, One-Time Password or a Biometric Device.

Business Customer’s Liability

The Business Customer assumes all risk (including without limitation the risk of fraud) resulting from the use of Remote Access Banking Services.

The Business Customer is liable for all authorized use of the PAC, PIN, Password, One-Time Password or Biometric Devices by any person and, save as specifically set out in this Account Agreement, for all unauthorized use of a PAC or PIN, Password or One-Time Password, or a Biometric Device by any person that occurs before CCS has received Proper Notice that a Business Card or Biometric Device may have been lost or stolen or compromised, or that a record of the PAC, PIN, Password or One-Time Password may have been lost or stolen, or that there may have been misuse or unauthorized use of the PAC, PIN, Password, One-Time Password, or a Biometric Device, or that the PAC, PIN, Password, One-Time Password or Biometric Device may have become known or accessible to another person or otherwise compromised or at risk of compromise. The Business Customer acknowledges that this liability includes liability resulting from any entry error or any fraudulent or worthless deposit at a Card Device as well as liability for funds that are accessible through a line of credit or overdraft protection. On receiving such a notice CCS will promptly cancel the PAC, PIN, Password, One-Time Password, or Biometric Device, or block the affected Business Card’s access to Services.

The Business Customer acknowledges that CCS does not have access to the PAC, PIN or Password, and that the Business Customer is responsible for ensuring that a One-Time Password is immediately used and replaced with Password, and for safeguarding a Biometric Device, and that CCS is not liable for any unauthorized Account activity except to the extent specifically provided for in this Account Agreement.

37. COMPUTER SECURITY AND FRAUD PREVENTION
Business Customer’s Responsibility

The Business Customer is solely responsible for obtaining, assembling and maintaining all computing devices, hardware and software (including an up-to-date operating system, web browser, anti-virus and anti-spyware software, and a firewall), telephone services and equipment, internet access, and any other equipment and services necessary to enable access to the Services.

The Business Customer acknowledges that there are inherent risks associated with the use of the internet and that security is not guaranteed. CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer resulting from the Business Customer’s use of the internet or from the Business Customer’s failure to use reasonable measures to protect the Business Customer’s Sensitive Information and other confidential and personal information.

Reasonable Measures

The Business Customer will take all reasonable measures to protect the Business Customer’s Sensitive Information and other confidential and personal information, including:

  1. proactively scanning for and preventing receipt or transmission of malicious software, such as viruses, Trojan horses, spyware, worms, keystroke capturing applications or other dangerous or destructive elements;
  2. not providing Sensitive Information to anyone in response to unsolicited emails, callers or other parties who may pretend to represent CCS and ask for this information;
  3. not clicking or following a link provided in an unsolicited email, but instead accessing Coast Online® Banking Services and Coast Mobile® Banking Services by directly accessing the CCS Website;
  4. verifying the identity of any caller claiming to represent CCS or the authenticity of any telephone number, website address, or link to the CCS website provided by a caller or in an unsolicited email;
  5. on completing a session of Coast Online® Banking Services or Coast Mobile® Banking Services, signing off and closing the web browser; and
  6. taking all other appropriate measures to protect Accounts from fraudulent activities by Third Parties, such as always keeping any PAC, PIN, Password and other Sensitive Information confidential and purchasing commercially available insurance to protect against loss arising from Third Party theft of Sensitive Information or other forms of fraud.
38. AVAILABILITY OF SERVICES

The Business Customer agrees that the Services are available only on an "as is" and "as available" basis. The availability of some Services is dependent on telecommunication lines, computer hardware and software and other equipment belonging to CCS and to Third Parties.

The Business Customer agrees that CCS will not be liable for any loss, damage, injury, inconvenience or delay of any kind that the Business Customer may incur arising from the provision of or the failure to provide Services or the malfunction or failure of telecommunication lines, computer hardware, software or other equipment for any reason, including the negligence of CCS or from lost, incomplete, illegible, misdirected or stolen messages, failed, incomplete, garbled or delayed transmissions, or online failures.

39. CONTACT CENTRE SERVICES
Use of Contact Centre Services

The Business Customer will follow the instructions of CCS with respect to the use of Contact Centre Services. CCS may change permitted Transactions and Instructions that may be given or conducted through the Contact Centre Services at any time without prior notice or liability to the Business Customer.

Transactions Using Contact Centre Services

The Business Customer may use Contact Centre Services to access any permitted Account and to conduct such Transactions and provide Instructions as may be permitted by CCS from time to time . When the Business Customer conducts a Transaction or provides an Instruction using Contact Centre Services, once the Transaction has been processed, or Instruction implemented, the Business Customer may not revoke or countermand the Transaction or Instruction.

CCS may, in its discretion, permit a Business Customer to use Contact Centre Services to modify certain terms of agreements between the Business Customer and CCS, such as payment dates. If CCS does permit such modifications, the Business Customer will be bound by the terms of such modifications as if the Business Customer had signed and delivered a written modification agreement. Notwithstanding the foregoing, at the request of CCS, the Business Customer will sign such documentation as CCS may consider necessary to reflect and record such modifications or other Transactions or Instructions, conducted or given through the Contact Centre Services.

Authorization

The Business Customer irrevocably authorizes and directs CCS to debit or credit, as the case may be, to an Account the amount of any Transaction effected or Instruction given using the Contact Centre Services. CCS’s procedures respecting the debiting and crediting of any Transaction may be changed from time to time with or without notice to the Business Customer.

Restriction, Modification and/or Termination of Contact Centre Services

CCS may modify any Contact Centre Services, or restrict the use of any Contact Centre Services, or terminate the Business Customer’s right to use any Contact Centre Services at any time without notice. The modification, restriction or termination of the Business Customer’s right to use Contact Centre Services does not relieve the Business Customer from any obligations incurred prior to such modification, restriction or termination.

Transfers From Accounts

When Contact Centre Services are used for transfers of funds from an Account, once the Transaction has been processed or the Instruction implemented, the Business Customer may not revoke or countermand the Transaction or Instruction. The Business Customer is responsible for ensuring the accuracy of the recipient account numbers to which the Business Customer intends to transfer funds. If the Business Customer uses the wrong account number, CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer as a result of funds being transferred to the wrong recipient. CCS is not responsible or obligated to retrieve or return such funds to the Business Customer.

Other Agreements

Pressing the telephone key pad to accept any legal agreements presented by telephone will have the same effect as if the Business Customer had signed and delivered such agreements to CCS by attending at a branch in person, and the Business Customer will be legally bound by the terms of such agreements.

40. E-SERVICES
Use of E-Services

The Business Customer will follow the instructions of CCS with respect to the use of E-Services, such as Coast Online® Banking Services, Coast Mobile® Banking Services and EMT Services. CCS may change permitted Transactions and Instructions at any time.

Transactions Using E-Services

The Business Customer may use E-Services to access any permitted Account and to conduct such Transactions and provide Instructions as may be permitted by CCS from time to time. When the Business Customer conducts a Transaction or provides an Instruction using E-Services, once the Transaction has been processed or the Instruction implemented, the Business Customer may not revoke or countermand the Transaction or Instruction.

Authorization

The Business Customer irrevocably authorizes and directs CCS to debit or credit, as the case may be, to an Account the amount of any Transaction conducted or Instruction provided using E-Services. CCS’s procedures respecting the debiting and crediting of any Transaction may be changed from time to time with or without notice to the Business Customer.

Restriction, Modification and/or Termination of E-Services

CCS may modify any E-Services, or restrict the use of any E-Services, or terminate the Business Customer’s right to use any E-Services at any time without notice. The modification, restriction or termination of the Business Customer’s right to use E-Services does not relieve the Business Customer from any obligations incurred prior to such modification, restriction or termination.

Transfers From Accounts

When E-Services are used for transfers of funds from an Account, once the Transaction has been processed or the Instruction implemented, the Business Customer may not revoke or countermand the Transaction or Instruction. The Business Customer is responsible for ensuring the accuracy of the information required to direct the transfer to the person or account to which the Business Customer intends to transfer funds. If the Business Customer uses incorrect information, CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer as a result of funds being transferred to the wrong recipient. CCS will not be responsible or obligated to retrieve or return such funds to the Business Customer. The Business Customer will ensure that the intended recipient has consented to the use of its information to carry out the Transaction, including the provision of its information to CCS, Third Party financial institutions and Third Party payment services needed to complete the Transaction.

CCS may debit an Account for all applicable service fees for transfers from an Account using E-Services, including service fees imposed by Third Parties for EMT Services. If the Transaction is successfully cancelled or cannot be completed, except as expressly required by law, CCS shall have no obligation to refund service fees charged by CCS or any Third Parties for an E-Services Transaction.

Certain EMT Services

Where funds are sent or received by a Business Customer using an EMT Service (including, without limitation, Interac® E-Transfer) that requires a recipient to provide the answer to a security question, a code or other security information (“Security Information”) in order to receive the funds, the Business Customer agrees as follows:

  1. The Business Customer will not disclose or make available the Security Information to any person except to the sender or the intended recipient of the funds, as applicable.
  2. The Business Customer will not send Security Information by email or include Security Information in any optional message provided with the Transaction.
  3. Funds transferred using EMT Services may be paid to any person who claims to be the intended recipient and provides the Security Information to CCS, a Third Party financial institution or a Third Party payment service, as applicable. CCS, the Third Party financial institution and the Third Party payment service have no obligation to verify that the Transaction amount was claimed by the person intended by the sender.
  4. CCS may debit an Account when the Business Customer initiates a Transaction through EMT Services and may hold the amount of the Transaction, without obligation to pay interest, until the amount is claimed, the Transaction is declined, the Transaction is cancelled as it has not been claimed or CCS or a Third Party financial institution, as applicable, determines that the Transaction cannot be completed.
  5. The amount of the Transaction may not be remitted to the recipient immediately after being successfully claimed. CCS does not guarantee the date of deposit of the amount of the Transaction.
  6. A Transaction may be cancelled by the sender up to the time the funds are successfully claimed by the recipient by providing the Security Information in the manner required to CCS, a Third Party financial institution or a Third Party payment service, as applicable. CCS, the Third Party financial institution or the Third Party payment service may cancel a Transaction if it has reason to believe that a mistake has occurred or the Transaction is a product of unlawful or fraudulent activity.
  7. CCS will not be responsible for any cost, expense, loss, damage or inconvenience or any nature or kind whatsoever arising as a result of a Transaction being delayed, declined, cancelled, incomplete or claimed by a person other than the intended recipient.
  8. CCS or Third Party financial institutions or other Third Party payment services may limit the number of Transactions that can be conducted by the Member through EMT Services, Accounts that may be used to conduct EMT Services, currencies that may be used for Transactions conducted using EMT Services, and impose limits on the value of Transactions that may be conducted using EMT Services, all without prior notice to the Business Customer
Coast Mobile® Banking Services

If the Business Customer subscribes to and CCS agrees to provide Coast Mobile® Banking Services for an Account:

  1. the Business Customer’s registered mobile phones and/or registered email addresses can be used to access information and receive automatic alerts about an Account (including information or alerts about Transactions, Account balances and other Account activities) without having to provide any PIN, PAC or other password;
  2. the Business Customer is liable for all authorized use of Coast Mobile® Banking Services and for all unauthorized use of Coast Mobile® Banking Services through the Business Customer’s registered mobile phones and/or registered email addresses by any person that occurs before CCS has received Proper Notice that that the registered mobile phones may have been lost or stolen or that the Business Customer’s registered email addresses may have been compromised;
  3. CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer or any other person as a result of any of the following:
    1. any delay or failure to send and/or the Business Customer’s failure to receive, an automatic alert for any reason whatsoever;
    2. an automatic alert issued in error or containing inaccurate or incomplete information; or
    3. any disruption in Coast Mobile® Banking Services for any reason whatsoever including but not limited to a disruption caused by the Business Customer’s mobile phone and/or email service provider.

The Business Customer is wholly responsible for all fees that may be charged by the Business Customer’s mobile phones and/or email or internet service providers.

Other Agreements

Any electronic display pages accessed by way of E-Services constitute written agreements. Clicking or otherwise activating “OK”, “Proceed”, “I Agree” or similar areas on the screen in accordance with on-screen instructions will have the same effect as if the Business Customer had signed and delivered such agreements to CCS by attending at a branch in person, and the Business Customer will be legally bound by the terms of such agreements.

41. GENERAL PROVIONS APPLICABLE TO REMOTE ACCESS BANKING SERVICES

The Business Customer acknowledges and agrees that:

  1. CCS may modify the format of or restrict the use of Remote Access Banking Services, or terminate the Business Customer's right to use Remote Access Banking Services at any time without notice;
  2. upon the insolvency or bankruptcy the Business Customer will not access or use the Remote Access Banking Services, and CCS may suspend or terminate access to Remote Access Banking Services on some or all Accounts;
  3. the Business Customer may be required to designate and is solely responsible for designation of Users to use Services and to define and verify:
    1. which Accounts a User may view;
    2. in which Accounts a User may conduct Transactions or provide Instructions, the nature of the activity that may be undertaken by a User, including whether a User has authority to complete a Transaction or whether a Transaction initiated by a User must be approved by another User, the kind of Transactions and Instructions that may be conducted or provided by Users and the limits on dollar value of Transactions that may be conducted by Users;
    3. if CCS permits the Business Customer to access the CAFT Link through Coast Online® Banking Services, whether a User may access the CAFT Link and the limitations on such access;
    4. if CCS permits the Business Customer to access the Account Sweeping System through Coast Online® Banking Services, whether a User may access the Account Sweeping System and limitations on such access; and
    5. the number of Users required to approve particular Transactions ;
  4. the Business Customer may be required to designate and, upon being set up, verify Corporate Approvers and defining the nature of the activity that may be undertaken by a Corporate Approver;
  5. CCS shall have the right to refuse access to an Account through Remote Access Banking Services;
  6. the Business Customer will not access or conduct Transactions or provide Instructions through the Remote Access Services, in any Affiliate Account unless authorized by the Affiliate ;
  7. the Business Customer will not conduct Transactions and Instructions with respect to Designated Accounts other than Transactions and Instructions the Business Customer has the express authorization of the holder of the Designated Account to conduct;
  8. when a Transaction is conducted using Remote Access Banking Services, once the Transaction has been processed, the Business Customer may not revoke or stop such Transaction ;
  9. the Business Customer is responsible for:
    1. all Transactions in the Accounts conducted by a User prior to a User's authority to use Remote Access Banking Services being revoked in accordance with the policies and procedures of CCS in effect from time to time;
    2. all Transactions that are in progress at the time of such revocation of a User's authority; and
    3. all post-dated and regularly scheduled Transactions authorized by a User , even where such User’s authority has been revoked, until such time as future Transactions have been cancelled in accordance with the policies and procedures of CCS in effect from time to time.
  10. post-dated or regularly scheduled Transactions authorized by a User whose authority has been revoked will be the responsibility of the Business Customer to cancel in accordance with the policies and procedures of CCS in effect from time to time . Replacement Transactions will have to be authorized by Users whose authority has not been revoked.
Account Sweeping System

The Business Customer acknowledges that the creation, editing and deleting of funds transfer rules in the Account Sweeping System can be effected by a single User who has been assigned Account Sweeping System rights, regardless of the number of persons who are required to sign cheques or otherwise authorize Transactions, that Account Sweeping may result in fund transfers from Accounts of the Business Customer to Affiliate Accounts, that the Business Customer will be bound by the actions of such single User and that requesting access to the Account Sweeping System constitutes authorization for a single User on behalf of the Business Customer to create, edit and delete rules that generate fund transfers.

Transfers from Accounts

When Remote Access Banking Services are used for transfers of funds from an Account (whether to another Account of the Business Customer or to another customer's account), once the Transaction has been processed or the Instruction implemented, the Business Customer may not revoke or countermand the Transaction or Instruction. The Business Customer is responsible for ensuring the accuracy of the recipient account numbers to which the Business Customer intends to transfer funds. CCS is not liable for any loss or damage as a result of funds being transferred to the wrong recipient if the Business Customer used the wrong account number. CCS is not responsible or obligated to retrieve or return such funds to the Business Customer.

Verification and Acceptance of Transaction

All Transactions conducted using Remote Access Banking Services are subject to verification and acceptance by CCS and, if not accepted will be reversed from the Account. Verification may take place at a date later than the date the Business Customer authorized the Transaction, that may affect the Transaction date.

Rules, Policies and Procedures

In using Remote Access Banking Services, the Business Customer will comply with, and will ensure all Users, Corporate Administrators, and Corporate Approvers comply with, all applicable Rules and the policies and procedures of CCS in effect from time to time.

42. CARD SERVICES
Terms of Use

Issuance and use of the Business Card is subject to the terms and conditions set out in this Agreement. Use of the Business Card by the Business Customer and the Business Customer's Cardholders after receipt of notice of this Account Agreement constitutes acceptance of these terms and conditions.
The Business Customer and its Cardholders will follow the instructions of CCS with respect to the use of Card Services. CCS may change permitted Transactions and Instructions at any time.

Transactions Using Card Services

The Business Customer and Cardholders may use Card Services to conduct such Transactions and provide such Instructions as may be permitted by CCS. When the Business Customer or Cardholder conducts a Transaction or provides Instructions using Card Services, once the Transaction or Instruction has been processed, neither the Business Customer nor a Cardholder may not revoke or stop the Transaction or Instruction.

Availability of Card Services

Card Services are available only on an “as is” and “as available” basis. The availability of Card Services is dependent on telecommunication lines, computer hardware and software, and other equipment belonging to CCS, the Business Customer and to Third Parties.

Authorization

The Business Customer irrevocably authorizes and directs CCS to debit or credit, as the case may be, to an Account the amount of any Transaction or Instruction effected or provided using the Card Services, in accordance with the normal practices of CCS. CCS’s procedures respecting the debiting and crediting of any Transaction or Instructions may be changed from time to time without notice to the Business Customer.

Restriction, Modification and/or Termination of Card Services

CCS remains the owner of the Business Card and may restrict the use of the Business Card, modify the Card Services, cancel the Business Card and any Card Services, or terminate the Business Customer’s or any Cardholder’s right to use the Business Card, at any time without notice. Such restriction, termination, modification or cancellation of the Business Card, or any Card Services, does not relieve the Business Customer from any obligations incurred or liability arising as a result of any use of a Business Card or responsibility for any Transactions or Instructions effected by using the Business Card.

The Business Customer and all Cardholders will return the Business Card to CCS on request by CCS or upon the Business Customer ceasing to be a member of CCS, termination of this Account Agreement, or termination of Cardholder privileges.

Use of Business Card

The Business Card is for the Business Customer’s sole use and the Business Customer and Cardholders will use the Card only for the purposes of obtaining Card Services. CCS may change the types of uses that are permitted. The fact that a Business Card has been issued to the Business Customer or Cardholder does not amount to a representation or a warranty that any particular type of service is available or will be available at any time in the future.

The Business Customer will not deposit any coins, non-negotiable items or anything not acceptable for deposit into an Account into any ATM, and will pay to CCS any damages, costs, or losses suffered by CCS as a result of such deposit.

If an Account balance is altered or not altered due to technical problems, card issuer errors or system malfunctions, the Business Customer and Cardholder will be liable to the extent of any benefit the Business Customer or Cardholder has received. The Business Customer will be entitled to recover from CCS any amounts debited in error from the Account, so long as reported within the time requirements stipulated in this Account Agreement for notice of errors, irregularities, and omissions.

The Business Customer will not effect any Transaction or Instruction through the Business Card that would result in a negative balance in an Account unless the Business Customer has entered into a separate agreement with CCS that permits an overdraft.

The Business Customer will indemnify and hold CCS harmless from and against any and all liabilities, losses, claims and costs, including legal costs, incurred by CCS arising from such Transactions or Instructions.

Lost or Stolen Card or Compromised PIN

If the Business Customer or Cardholder suspects or becomes aware that the Business Card is lost or stolen, or that the PIN has been made accessible to another person, the Business Customer or Cardholder, will notify CCS immediately, in person or by telephone.

Liability

The Business Customer is liable for all authorized use of the Business Card by any person and, save as specifically set out in this Account Agreement, for all unauthorized use of the Business Card by any person that occurs before CCS has received notice in person or by telephone that the Business Card may have been lost or stolen, made accessible to another person, or otherwise compromised. The Business Customer acknowledges that this liability includes liability resulting from any entry error or any fraudulent or worthless deposit at a Card Device as well as liability for funds that are accessible through a line of credit or overdraft protection. On notification, CCS will promptly cancel the Card and/or the associated PIN or block the Business Card’s access to the Business Card Services and the Business Customer’s liability for further use of the Business Card will terminate.

If CCS is satisfied on a balance of probabilities that the Business Customer is a victim of fraud, theft, or coercion by trickery, force or intimidation, that the Business Customer did not acquiesce in or contribute knowingly to any improper use of the Business Card, that the Business Customer took reasonable steps to protect the confidentiality of the PIN, Proper Notice of the improper transaction is given within the time requirements of this Account Agreement for giving of notice of errors, irregularities, and omissions to CCS, and if the Business Customer co-operates fully in any investigation, then the Business Customer will be entitled to recover from CCS any amounts debited from an Account through such improper use of the Business Card.

Dispute Resolution

In the event of a problem with a Transaction involving Card Services, other than a problem related to goods or services provided by a Merchant, the Business Customer will first try to reach a solution with CCS, and CCS will not unreasonably restrict the Business Customer from the use of any funds subject to dispute.

CCS will respond to the Business Customer’s report of a problem or unauthorized Transaction within 10 business days and will indicate what reimbursement, if any, will be made for any loss suffered by the Business Customer. An extension of the 10 business day limit may be necessary if CCS requires the Business Customer to provide a written statement or affidavit to aid in its investigation.

If the Business Customer is not satisfied with the response from CCS, CCS will provide the Business Customer, on request, with a written explanation of the reason for its response. If the Business Customer remains unsatisfied with the response from CCS, then the issue will be referred to appropriate CCS management personnel. If the Business Customer remains unsatisfied with the response from CCS, then the issue will be referred for mediation to either a credit union system dispute resolution service, or if no such service is available, to an external mediation if agreed between the Business Customer and CCS.

Neither CCS nor the Business Customer will have the right to start any legal proceedings against the other until 30 days have passed since the problem was first raised with CCS.

Point of Sale Transactions

Once the Business Customer has authorized a Point of Sale Transaction, the Card has been accepted by the Merchant, and the PIN and the Transaction request have been processed, the Business Customer may not revoke or countermand the Transaction. Any dispute related to goods or services supplied in a Point of Sale Transaction is strictly between the Business Customer and the Merchant. CCS will not be liable for the quality or non-receipt of the goods or services.

For the purposes of this section, “Point of Sale Transaction” means the use of the Business Card and the PIN for such of the following purposes as may be permitted from time to time by CCS:

  • the transfer of funds from an Account to purchase or lease goods or services from a seller, lessor or service provider (a “Merchant”);
  • the transfer of funds from an Account to obtain a voucher, chit, scrip, token or other thing that may be exchanged for goods, services, or money; and
  • the transfer of funds into an Account from an account of a Merchant (e.g. a refund).
CCS is Not Liable

CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer or any other person arising from use of or attempted use of the Business Card or from any mechanical or operations failure in connection with such use or attempted use, even if CCS is negligent. CCS will not be liable for any loss, damage, injury or inconvenience suffered or incurred by the Member or any other person if the Card is not honoured or if an Account cannot be accessed or used for any reason.

Transactions Conducted Outside Canada

Transactions conducted through the use of Card Devices outside Canada will be credited or debited to the Accounts in Canadian dollars using such conversion rates as are established from time-to-time in accordance with the rules and regulations governing the relevant Card Device, network and participants in the network. The conversion rate used on the date of posting may be different from the rate that was in effect on the date of the Transaction. The rates charged may be different from the rates paid by the participants in the network or the operator of the Card Device, and service fees or commissions may be applied by CCS in addition to the amount debited to the Account.

Transactions conducted by the Business Customer through a foreign ATM or ATMs other than those provided for use by the Business Customer by CCS, are Transactions as between the Business Customer and the Third Party owner or operator of the ATM and Third Parties. Rates of conversion of foreign, services charges, or other Third Party fees are matters between the Business Customer and that Third Party, and are beyond the control of CCS. In such case, the Business Customer authorizes the owner or operator of the ATM, as the case may be, to act as the Business Customer’s Agent to provide Transaction Instructions to CCS. CCS may implement those Instructions without inquiry or verification and they are binding on the Business Customer
as if the Business Customer attended at a branch of CCS and provided signed written Instructions. Risk of fraud or misconduct of the Third Party is, to the fullest extent permissible by law, entirely that of the Business Customer.

No Foreign Currency Transactions

The Business Customer acknowledges and agrees that all deposits using ATMs must be in Canadian funds and that CCS will not accept any such deposits of foreign currency, except as otherwise permitted by CCS using the Business Deposit Services.

Renewals

The Business Customer acknowledges that CCS will be issuing renewals or replacement of the Business Cards from time-to-time and that the Business Customer will select or receive new PINs in connection with such renewals or replacements and the Business Customer agrees that all terms and conditions of this Account Agreement, as changed from time-to-time, apply to such renewals or replacements of the Business Cards.

CCS WEBSITE

The Business Customer acknowledges and agrees that:

  • the information provided on the CCS Website is for general information purposes only and is not intended to provide specific financial, tax, accounting, investment or legal advice;
  • while CCS believes the information contained on the CCS Website to be correct and attempts to keep the information current, CCS does not warrant the accuracy or completeness of any such information and expressly disclaims any liability for errors or omissions in this information;
  • any links to other websites are provided for convenience only, no endorsement of any Third Party products or services is expressed or implied by such links, and use of such other websites is at the Business Customer’s sole risk;
  • CCS does not represent or warrant that the Services provided through the CCS Website will be uninterrupted or error free, that defects will be corrected, or that the CCS Website or the server that makes it available are free of viruses or other harmful components;
  • the Business Customer will use an up-to-date operating system, web browser, anti-virus and anti-spyware software, and a firewall whenever the CCS Website is accessed. It is the sole responsibility of the Business
  • Customer to establish a secure data backup and recovery process to protect data from any loss, compromise or damage;
  • in no event will CCS or any of its affiliates be liable for any loss, damage, injury or inconvenience suffered or incurred by the Business Customer or any other person, including destruction, damage to or loss of data, software or hardware , caused by or arising in connection with any failure of performance, error, omission, delay in operation or transmission, computer virus or other harmful component ; and
  • use of the CCS Website is subject to any additional legal terms specified on the CCS Website.
43. THIRD PARTY SERVICES

CCS may, from time to time, make services provided by Third Parties available to the Business Customer. The Business Customer acknowledges and agrees that:

  1. CCS makes the services of Third Parties available for the convenience of its Business Customers and to be used at the Business Customer’s option. The services are provided by the Third Party, not CCS, and CCS has no liability to the Business Customer in respect of services provided by the Third Party;
  2. when a Third Party deals with CCS in respect of the provision of services to the Business Customer, the Third Party acts as an agent of the Business Customer and not as an agent of CCS;
  3. the Business Customer assumes all risks associated in accessing or using the services of Third Parties; and
  4. any dispute that relates to services provided by a Third Party is strictly between the Business Customer and the Third Party and the Business Customer will raise no defence or claim against CCS as a result of the provision of Third Party services to the Business Customer.
44. GENERAL

This Account Agreement is intended to be interpreted in accordance with its plain English meaning.

If any provision of this Account Agreement is determined to be invalid or unenforceable, the remainder of the Account Agreement will continue in full force and effect.

All provisions of this Account Agreement that limit the liability of CCS or that provide for indemnification of CCS will survive the closing of the Accounts and the termination of this Account Agreement. Each provision of this Account Agreement that limits the liability of CCS or that provides for indemnification of CCS is independent, and no such provision shall be interpreted as limiting the effect of any other such provision or any other rights CCS may otherwise have at law.

This Account Agreement binds each person comprising the Business Customer and their heirs, executors, administrators, successors, and assigns, directors, officers, and employees, and agents, as applicable, to the extent of their dealings with CCS in respect of Accounts, as well as their predecessors, liquidators, receivers, receiver mangers, and trustees.

The bold headings are for easy reference only and are not intended to affect the interpretation of the more detailed provisions under each heading.

A waiver by CCS of the application of any provision of this Account Agreement will not create a waiver of any past or future application of that provision or any other provision of the Account Agreement. No waiver by CCS will be effective unless made in writing by a person with actual authority to grant the waiver on behalf of CCS. CCS’ failure or delay in exercising any right under this Account Agreement will not create a waiver of that right or any other right under the Account Agreement. A single or partial exercise of any right will not preclude CCS from any other or further exercise of that right or the exercise of any other right it may have.

This Account Agreement and the obligations of the parties will be interpreted, construed, and enforced in accordance with the laws of and in the courts of the Province of British Columbia.

The Business Customer acknowledges receipt of a true copy of this Account Agreement.

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