Hingham Institution for Savings Business Online and Cash Management Services Agreement
Revised February, 2021
Welcome to Hingham Savings’ Business Online Banking. This page explains the terms by which you may use the banking and other financial services we offer to you on our website and mobile application (collectively referred to as “Services”). By requesting and using these Services, you agree that you have read and agree to comply with the terms and conditions of this Agreement.
Section 1. Definitions
“Account” means a business or personal checking, savings, certificate of deposit, or money market deposit account that you have with the Bank for use with Business Online. Account also includes any loans you may have with us such as installment loans, mortgage loans and lines of credit.
“Account Access” means your ability to view account and transaction information for Online Accounts. It also includes your ability to transfer funds between eligible Online Accounts.
“Account Agreement” means the agreement between you and us that governs the use of your Accounts, including the deposit account agreement, any funds availability agreement, electronic fund transfer agreement or disclosure, line of credit agreements and schedule of fees and charges that were provided to you at account opening or revisions that were provided to you subsequently.
“Authorized End-User” refers to an employee or affiliate who is given access to Business Online Banking by an authorized signer or other officer, member, or partner of accounts accessed through Business Online Banking.
“Banking Day” shall refer to any day on which the Bank is open to the public during any part of such day for carrying on substantially all of its banking functions. However, for the purposes of this Agreement, Saturday is not a Banking Day.
“Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.
“eStatement” refers to our electronic delivery of your statement, notices and disclosures.
“Mobile Services” means collectively Account Access Services, Bill Payment Services, Wire Transfer Services, ACH Services, Mobile Deposit Services and any other services which may be added from time to time through the Business Mobile Banking Application
“Online Services” means collectively Account Access Services, Bill Payment Services, Wire Transfer Services, ACH Services, Remote Deposit Capture Services, Positive Pay Services and other services which may be added from time to time.
“Online Accounts” refers to the Accounts you can access through Online Business Banking Services.
“Password” means the confidential identification number selected by you for identification purposes in connection with the use of Business Online Banking Services.
“Remote Deposit Capture Services” means check deposits to accounts maintained at the Bank from a remote location by electronically transmitting a digital image of the original checks to the Bank’s designated processor. Original checks are converted into substitute checks as such term is defined in the Check Clearing for the 21st Century Act and the Federal Reserve Board Regulation CC.
“Soft Token: refers to the use of a downloadable app used to generate a random one-time string of numbers that you enter when processing certain transactions such as ACH or wires.
“Time of day” references are to Eastern Standard Time or Eastern Daylight Time, as applicable.
“Transfer” means any electronic banking transaction, including a deposit, withdrawal or bill payment made electronically.
“You” and “Your” refer to the Company who requests the Online Services as well as any and all persons authorized as an authorized signer User or Authorized End-User..
“Username” means the login name selected by you, to be used in conjunction with your password for identification purposes in connection with the use of Business Online Banking Services.
“We,” “us,” or “our” refers to Hingham Institution for Savings which offers the Online Business Banking Services and which holds the accounts accessed by the Online Banking Services.
Section 2. Access to Online Banking Services
You agree that the Bank may act on a request from any authorized signer, member, partner or officer in regards to adding, deleting, or modifying accounts, services or other Authorized End User’s access. In some instances, you may be asked to return a signed copy of a Business Online Banking Enrollment Form if you are requesting access to certain services or access is being provided to an Authorized End User This form may be returned to us by mail, fax, secure email or dropped off at our nearest branch location.
You agree that by completing the enrollment process and accessing the service that you accept a non-exclusive, non-transferable right to access and use each of the Online Services provided through your access to Business Online Banking. You agree to use the Online Service for your own internal business use in accordance with the terms of this agreement. Without limiting the generality of the foregoing, you agree not to make Online Services available or allow use of the online service in a computer bureau service business, timesharing, or otherwise disclose or allow use of the service by or for the benefit of any third party.
Authorized signers will have access to all accounts associated with the enrolled entities. New accounts opened after the activation of service will not be available unless requested. You will be notified via email when your Business Online Banking access has been established. You will receive an initial email that will contain the Username selected during enrollment and another email with your Temporary Password. You will receive both emails by the end of the business day on which we establish your account. During the activation process you will be required to change your Password and select additional authenticating information that may be used by us to authenticate your online banking session.
You may request Hingham Institution for Savings to include accounts of affiliated companies for access through the service (i.e. companies in which you or its parent have direct or indirect majority ownership). You represent and warrant that you are authorized to give such instruction to have such accounts included. You shall provide appropriate authorizations from such Companies to Hingham Institution for Savings permitting their account(s) to be so included.
An authorized signer may elect to have additional Authorized End Users established for access to the Online Service. The authorized signer is responsible for ensuring that access to account(s) and service(s) are appropriately established, changed and/or deleted. Hingham Institution for Savings will not be liable in any way for any losses, costs, expenses, fees, claims, or damages, when acting in good faith on instructions received from an Authorized End User. Requests for changes to an Authorized End User’s access should be made directly to Hingham Savings. Each Authorized End User will receive an initial email, to the email address provided at enrollment, that will contain their selected Username and another email with their Temporary Password. During the activation process each User will be required to change their Password and select additional authenticating information that may be used by us to authenticate their online banking session
Section 3. Use of Your Security Procedures
Authorized Use of Services
Your and/or your Authorized End Users will be authenticated through the use of a Username and Password during the login process for Online Services. Additional authentication methods such as Security Challenge questions or Soft Tokens may be used to further authenticate a user at login or to process certain types of transactions. You and/or your Authorized users agree that the use of a Username, Password, Security Challenge Questions and Soft Token, in any combination are commercially reasonable methods of authentication. You and/or your authorized users are responsible for keeping Usernames, Passwords, Security Challenge Questions, Tokens and account data confidential. We are entitled to act on transaction instructions received using a valid Username and Password. You agree that the use of a valid Username and Password established for use with Business Online will have the same effect as an authorized signer’s signature authorizing the transaction. If you authorize other persons to use the service by establishing them as an Authorized End-User or if you authorize other persons to use your Username and Password in any manner, your authorization will be considered unlimited in amount and manner until you have notified us in writing that you have revoked the authorization and have deleted the Authorized End-User or have changed your Password. You are responsible for any transactions made by such persons until you notify us that transactions or other instructions by that person are no longer authorized and we have a reasonable opportunity to act upon the request. Users will be required to change their passwords every one hundred-eighty days (180). The User will be prompted to change their password once the one hundred-eightieth day time limit has been met.
Section 4. If Your Password has Been Stolen or Forgotten
If you have reason to believe that your password or any other security question or token, has been lost, stolen, compromised or that an unauthorized person has used or attempted to use Online Banking without your permission, you must notify us immediately. You are fully responsible for all online transactions (including, without limitation, any advances under the transfer feature to your Equity Line of Credit account(s) ). You agree to reimburse us immediately for any loss, claim or damage which we sustain as a result of either authorized or unauthorized use of Online Banking. We shall have no liability for any loss, claim or damage which you sustain as a result of the use of Online Banking. This is true even if the use of Online Banking is unauthorized and even if you notified us of the unauthorized use immediately. Once we have been notified of a loss, theft or unauthorized use of a password and we have had a reasonable opportunity to act on that notice, however, you will not be responsible for further transactions initiated with that password unless we can prove that you could have avoided the unauthorized access.
Section 5. Equipment and Software Requirements
You are solely responsible for purchasing, obtaining, installing, operating any and all necessary equipment or software, including anti-virus software on devices used to access Online Services through Hingham Institution for Savings and shall be responsible for maintaining such equipment or software in operating condition, including any mandatory maintenance service programs prescribed by us. We are not responsible for any errors or failures from any malfunction of your computer or any virus or other problems related to the use of the Online Banking Services.
We are not responsible for any error, damages or other loss you may suffer due to incompatibility, malfunction or misapplication of any system you use, including your browser (Chrome, Microsoft Explorer, Safari or otherwise), your Internet Service Provider, your software or any equipment you may use (including your telecommunications facilities, computer hardware and Internet connection) to access Online Services or communicate with the Bank. We may make changes to the software used in conjunction with this service, this Agreement or any other agreements.
Section 6. Banking Transactions with Online Account Access
You may use Online Services to access your deposit and loan accounts and process certain types of transactions. Access to deposit accounts may include;
- Balance and transaction history information
- Statements and certain images
- Download transaction information to Quickbooks or to your computer.
- Transaction Processing
In addition to viewing account information, you may use the Service to transfer funds among your deposit accounts or equity line of credit accounts as well as initiate loan payments to your Hingham Institution for Savings loan accounts. NOTE: Because regulations require us to limit pre-authorized transfers (including Online Banking transfers), the following limitations apply:
- STATEMENT SAVINGS ACCOUNT. You can make no more than six (6) transfers per statement period by pre-authorized or automatic transfer or by telephone or Online Account Access.
- MONEY MARKET SAVINGS ACCOUNT. You can make no more than six (6) transfers per statement period by pre-authorized or automatic transfer or by telephone or Online Account Access.
You may transfer funds through the Service in any amount, unless specified by agreement for a specific account type. We deduct the amount of your fund transfer from your Account on the Banking Day you instruct us to process it. We may refuse to act on your fund transfer instruction if sufficient funds, including funds available under any overdraft plan or sweep account, are not available in your account on the date you want us to transfer funds.
Transfers to or from passbook accounts and certificates of deposit are not allowed.
New services may be introduced for Online Account Access from time-to-time. We will notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the rules, which will be made available to you concerning these services.
Stop Payments You may only place a stop payment on a check you have written from an account available in the Service. If you need to place a stop payment on an electronic ACH debit, you will need to contact the Bank during banking hours. Prior to placing your stop payment, check your account history to verify that the check has not already cleared your account. Hingham Institution for Savings will not be responsible for stopping payment on a check if the Stop Payment information is not accurate. The Stop Payment will be in effect immediately upon confirmation if placed during normal business hours. If the Stop Payment is placed after normal business hours, the Stop Payment will be in effect at the start of business on the following Business Day. Stop Payment requests processed in the Service will be considered electronically signed by you or an Authorized End-User with Stop Payment authorization.
The STOP PAYMENT ORDER shall be in effect for 6 months from the date of the order unless renewed or cancelled by you in writing. If not renewed at that time, the stop payment order will automatically be cancelled.
Please refer to our current fee schedule for current Stop Payment fees..
Section 7. Mobile Banking and Deposit
Mobile Banking and Deposit is available to you and any Authorized End User already enrolled in our Business Online Service. Access to the Business Mobile Banking and Deposit services and features will be determined by the accounts, services and features available to you through Online Services. You must install our Hingham Savings Business Mobile App on the particular Mobile Device(s) that you wish to use with Mobile Banking. Once installed, you will use the same login credentials (Username, Password and additional security methods as imposed by the Bank) that you use to log into Business Online. You acknowledge that certain features available in Business Online may have limitations when accessed through Business Mobile Banking and Deposit. You are responsible for the accuracy of your data entry and use of the application when accessing accounts and conducting transactions from your mobile device. The Bank is not liable for errors caused by your misuse or error. This includes any error caused by “pre-filling” automated entry on your behalf by the device, system or application software.
Mobile Deposit Services
The Mobile Deposit Service is designed to allow you to make deposits to your checking and savings account(s) from remote locations by taking a picture (scan) of the check by an authorized mobile device and delivering the check image and associated deposit information to the Bank. By using the Mobile Deposit Service, you authorize the Bank to convert checks to images or create substitute checks for the purpose of clearing the check. The Bank reserves the right to change the Mobile Deposit Service at any time and in any manner, in its sole discretion. Your continued use of the Mobile Deposit Service will indicate your acceptance of any such changes.
The current daily maximum amount that can be deposited through the Mobile Deposit Service on any Business Day is $25,000, but can be adjusted to meet your needs. Please contact Client Services at 781-749-2200 for additional information. The Bank however, reserves the right to impose and/or modify limits on the amount(s) and/or number of transactions made using the Mobile Deposit Service and to modify such limits from time to time. Funds deposited using the Mobile Deposit Service after 5 PM, EST or on a non-Business Day (or both) will apply to the daily maximum amount for the next Business Day.
In addition to these terms and conditions, additional terms and conditions apply for Mobile Banking and Deposit services and must be accepted prior to utilizing the service.
Section 8. Additional Services
Bill Payment and Presentment Service
The Bill Payment and Presentment Service permits you access to direct payments from your designated account in Bill Pay to third parties you wish to pay as well as view and manage your bills from designated payees. Your designated Bill Pay Account must be a Checking or Money Market account. Money Market Accounts by regulation have transaction limitations as outlined in Section 6 of this Agreement. Through the Bill Payment and Presentment Service, you can pay bills from your designated Bill Pay Account(s) to businesses or individuals. You agree that we will provide access to Bill Pay based on the permissions provided for account access and that you will need to complete the enrollment process from within Business Online to activate the service. You agree that you are responsible for ensuring that access to Bill Payment and Presentment services are appropriately established, changed and/or deleted for you and any additional Authorized End Users.
Authorized End Users
When access to Bill Pay is requested for additional Authorized End Users, you agree that the Authorized End User has the authority to activate the service and that by providing payment instructions such as name address and account information for any billers, that the Service is authorized to act on those instructions. Hingham Institution for Savings will not be liable in any way for any losses costs, expenses, fees, claims, or damages, when acting in good faith on payment instructions received from an Authorized End through the Bill Payment and Presentment Service.
All payments you make will be deducted from the account that you designate as the appropriate account for each payment. Any payments you wish to make through Bill Pay must be payable in U.S. dollars to a billers located in the United States.
We reserve the right to restrict types of payees to whom payments may be made.
Payment may be sent electronically or in check form based on the payment preference of the biller. The earliest possible Scheduled Payment Date for each Biller will be designated within the application when you are scheduling the payment. You will not be permitted to select a payment date less than the earliest possible payment date designated for each biller. When scheduling payments you must select a payment date that is no later than the actual due date reflected on your biller statement unless the due due falls on a non-Business Day. If the actual due date falls on a non-Business Day, you must select a scheduled payment date that is at least one (1) Business Day before the actual due date.
You can cancel or make changes to your biller information or scheduled payments through the service. For scheduled payment, the payment may be changed or cancelled until we begin to process your payment. Once the payment is in process, no changes or cancellations can be made.
You may receive your billing statements electronically within the Service from supported billers. Your activation of an electronic bill constitutes your authorization for us to obtain your bills on your behalf from your biller. Once we notify your biller of your request, it may take up to 60 days for receipt of the first statement using this edelivery channel. You are responsible for notifying your biller if you do not receive your statement and agree to hold the Bank harmless should your biller fail to deliver your statement.
You may cancel the electronic delivery of your statements through the service at any time. Cancellation requests vary by biller and may take up to 60 days from the time you request cancellation for the request to be completed.
In addition to these terms and conditions, additional terms and conditions apply for Bill Payment and Presentment services. You agree that by requesting and using the Bill Payment and Presentment services, that you have read and agree to comply with these additional terms and conditions of the Bill Payment and presentment service.
Wire Transfer Service
Access to Wire Transfer services is provided to designated individuals, with security limitations (i.e dual control, callbacks and/or soft tokens), as outlined in accordance with your Wire Transfer Service Agreement. We are only responsible for exercising ordinary care in processing wire transfer requests upon your authorization in accordance with this Agreement.
All wire transfers will be deducted from the account you designated, based on the information we receive from you. For foreign currency wires, we will deduct the US Dollar amount provided to you in the currency conversion contract you accepted when initiating a foreign currency wire. We will not be liable in any way for damages you incur if you do not have sufficient available funds in your account on the processing date. We will not be liable in any way for the unavailability of this service, as outlined in the Wire Transfer Service Agreement.
Additional charges may apply, see Deposit and Fee Schedule.
The Automated Clearing House Network (ACH) is a nationwide electronic payment system that replaces paper payments with electronic transactions. Access to ACH services is provided to designated individuals, with the security limitations (i.e dual control, callbacks and/or soft tokens), as outlined in accordance with your ACH Agreement.
We are only responsible for exercising ordinary care in processing your transactions upon your authorization in accordance with this Agreement and the ACH Agreement. We are not liable in any way for damages you incur due to processing errors made by you or on your behalf when received using your Access ID and Password and security limitations.
Remote Deposit Capture
Remote Deposit Capture service allows users to deposit checks from your office or home location.
Limitations of Service: At certain times the Service may not be available due to system maintenance or circumstances beyond the Bank’s control. The Bank does not assume responsibility for any technical or other difficulties or any resulting damages that may incur. The Service has minimum computer system requirements. The Bank is not responsible for providing an alternate method of remote deposit if the Service is not available.
Deposit Limits: Deposit limits are established by the Bank based on your individual business needs. You can request a change to your current limit, by contacting the Bank using the contact information as set forth in section 10 of this Agreement. The Bank reserves the right to conduct a review of your deposit limits at any point deemed necessary and may request you to provide the Bank with documentation relating to the Client’s current financial condition.
Users: You are responsible for providing the Bank the individuals (“Users”) authorized to create, submit and view remotely created deposits. You will immediately contact the Bank to disable a User’s access to Business Online Banking and agree to remove access to any other software used to create and transmit check deposits upon termination. You are responsible for training your Users in the use of the Service.
Security Requirements: You are strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. You acknowledge that the security procedures are for the verification of authenticity and not to detect an error on a check or the content of the deposit.
- You agree that only Bank Authorized Users will access this Service.
- You take reasonable steps to maintain confidentiality of any passwords, codes, security devices and related instructions provided by the Bank, outlined in the Business Online Banking Agreement. If Client believes or suspects that any such information or instructions have been accessed by an unauthorized person, the Client agrees to notify the Bank immediately. The notification of unauthorized access will not affect any deposits made in good faith and processed by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized access.
- You are responsible for maintaining the integrity of all computer systems used in connection with this service, and agrees, without limiting said obligations, to install all necessary security updates, patches and maintain antivirus and spyware software on any and all computers used to scan and transmit check deposits and /or store deposit related information.
You acknowledge that failure to comply with these measures may leave their computer systems vulnerable to malware, spyware and viruses and assumes full liability for any security breaches related.
Eligible Items: You agree to deposit only checks as defined in Federal Reserve Regulation CC. You further agree that the image of the check scanned for deposit shall be deemed an “item” within the meaning of article 4 of the Uniform Commercial Code as adopted in Massachusetts. You agree to only deposit checks that meet the conditions below:
- Only checks payable to the Client listed on this agreement
- Dated no more that 6 months in the past or post dated
- Are signed by the Payor
- Made payable in US Dollars
- Have not been otherwise previously negotiated
- Meet image quality standards established by the Board of Governors of the Federal Reserve Board and any other regulatory agency, clearinghouse or association
Non Eligible Items
- Third Party Checks, any item made payable to another party and then endorsed to you by that party
- Any previously negotiated check/item
- Photocopies or otherwise not original paper Checks when they are scanned
Receipt of Items: You are responsible for verifying the Bank’s receipt of your transmission(s) by verifying that deposits have been posted to the appropriate accounts, in addition to cooperating in any investigation and resolving any unsuccessful or lost transmission with the Bank. The Bank reserves the right to reject any item transmitted through our Service at our discretion, without liability to you. You shall have no right to cancel or amend any Deposit after receipt by the Bank.
Provisional Credit: The Bank will, upon receipt of each file containing Check images and all other required data and information, grant your designated account with a provisional credit for the total amount of such file. The provisional credit is subject to final payment of the Checks and subject to the Bank’s Term and Conditions.
Availability of Funds: Generally, for all items transmitted before 5 PM Eastern Time on a business day, as defined in our Term and Conditions, it is the Bank’s policy to make funds available to you on the next business day. Items deposited through the Service may have funds held for up to five business days in accordance with the Bank’s Funds Availability Policy found in the Bank’s Terms and Conditions.
Errors: You agree to notify the Bank of any suspected errors regarding items deposited through this Service right away and in no event later than 60 days after the applicable Bank statement is sent. All deposits made through this Service shall be deemed correct and you are prohibited from bringing a claim against the Bank for an alleged error.
Returned Deposited Items: The Bank will handle Remotely Deposited items in the same manner as if they were deposited at a branch location. You agree not to rescan any checks previously deposited and returned as uncollectible.
Storage of Checks: You agree to store the original checks in a safe and secure environment for 30 days after the checks have been digitized and processed. You shall take appropriate security measures to ensure that: (a) only authorized personnel shall have access to original checks, and (b) that the information contained on the original checks or on any corresponding imaged items are not disclosed to third parties. You will promptly (but in any event within 5 business days) provide any retained original check to the Bank as requested to aid in the clearing and collection process to resolve claims by third parties with respect to any item or as Bank otherwise deems necessary. The inability to produce the original check may result in the reversal of the original deposit if the Bank cannot collect on the check. You agree to use a commercially reasonable method which is consistent with any requirements of Regulation CC and approved by the Bank to destroy original check after the retention period has expired.
Prohibited Business Activities: You are prohibited from engaging in and represent and warrant to the Bank, that you do not and shall not engage in any business or activity that: (a) would result in being or becoming a money service business that regularly cashes third party checks, sells money orders, or handles wire transfers or other financial services for third parties; (b) would result in accepting restricted transactions in connection with another person in unlawful Internet gambling as defined in the Unlawful Internet Gambling Enforcement Act and Federal Reserve Regulation GG (Prohibition on Funding of Unlawful Internet Gambling); (c) would result in the Bank being used as a conduit for money laundering or other illicit purposes, or (d) would directly or indirectly result in any activity or use of the Service that may be illegal or fraudulent.
Hardware and Software: You will promptly return the Remote Deposit Scanner to the bank at the termination of this agreement (but in any event within 5 business days). The Bank has the right to offset the cost of the scanner, up to $500.00, from your account if the scanner is not returned or not returned in working condition. You agree to ensure that the equipment for the Service is clean and operating properly, and inspect and verify the quality of images and ensure that the digitized images of items are legible for all posting and clearing purposes. You shall be responsible for installing and implementing any changes and upgrades to the Services’ software as required by the Bank within 5 business days to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the Service. The Bank shall not be liable or responsible to you or any third party for any loss, bodily harm, property damage, claims of the introduction of a virus or other malicious code into your system, including any which allegedly delay, alter or corrupt the data, whether related to the transmission of imaged items or other data to Bank or whether caused by the equipment, Software, Bank, Internet service providers, Internet browsers, or other parties providing communication services to or from Bank to you. You will not reproduce the Software or other functionality or content included or used for the Service or on which the Service is based. Additionally, you will not decompile, reverse engineer or disassemble the Software.
Audit: You shall assist the bank with any on site examinations at the location at which you keep the scanner and or check storage the Bank may desire to ensure compliance with the provisions of this agreement. Failure to comply with the audit, and/or to produce requested documentation may result in immediate termination of this agreement.
Right of Offset: The Bank may, without prior notice or demand, obtain payment of any amount due, payable to it under this Agreement by debiting your account(s) as identified in this agreement. In the event there are not sufficient funds available to cover your obligations, you agree that the Bank may debit any account maintained by you with the Bank in order to obtain payment of your obligations under this Agreement.
Positive Pay services can be used to identify exceptions to checks you have issued or electronic transactions processed through the ACH system that you have authorized.
Checks: You will provide the Bank, either manually or electronically by uploading a file in CSV or Excel (XLS) format, the information for checks that you have issued for payment from your Account. At a minimum, this information must include the check number and dollar amount, and may also include the date the check was issued and the payee. This information will be used for the purpose of determining which checks are considered payable and should be honored by the Bank.
ACH: You will be responsible for defining the rules or filters you wish to use to identify exceptions to electronic transactions you have authorized. The rules and filters can be defined using criteria such as the Company ID, Standard Entry Class Code, Transaction Code, Transaction Type or dollar amount.
Exceptions: Checks presented for payment that do not identically match the check number and amount you provided in the manual or electronically uploaded file will be considered an exception. You understand that the Bank will not review or attempt to match any payee information you may have provided to determine if an exception item may be paid. The Bank will return any check as Payment Stopped if you have subsequently requested a Stop Payment on a check you originally provided as issued and will not be identified as an exception.
ACH transactions presented for payment that meet the rules or filters as defined by you in Business Online will be considered an exception.
We will notify you and any authorized users at the email address you provide to us if any checks or electronic transaction has been identified as an exception. You will be responsible for reviewing and instructioning us to pay or return any exception transactions prior to 11:00 EST on the same day you were notified of the exception. If the Bank does not receive your instructions by 11:00 EST on the same business day we notified you, the exceptions will be returned as unpaid.
Non-exception items will be considered properly payable as they meet the check information or criteria you provided for electronic transaction. The Bank will have no liability for paying non-exception items or items you have subsequently authorized if the check number or amount have been altered, has a forged or unauthorized signature or is otherwise not valid. You agree to hold the Bank harmless from loss or liability when paying non-exceptions or authorized transactions.
We are only responsible for exercising ordinary care in processing your transactions upon your authorization in accordance with this Agreement. If the Bank pays an exception item in error, we will be liable only for the lesser of the amount of the payment made in error or the actual damages incurred as a result of payment. The Bank reserves the right to defence claim that no actual damages were incurred as a result of payment. The Bank also reserves the right to claim that your failure to exercise ordinary care and reasonable promptness under Uniform Commercial Code as applicable. If the Bank returns a payment in error, the Bank will be liable only for damages incurred as a result of the return, however the Bank will have no liability when a payment is returned if in good faith because it (i) had reason to believe that the payment was not properly payable, (ii) it was required to do so due to legal, government or regulatory requirements.
Limitations of Service: At certain times the service may not be available due to system maintenance or circumstances beyond the Bank’s control. The Bank does not assume responsibility for any technical or other difficulties or any resulting damages that may incur.
Section 9. Electronic Communications Agreement
By requesting and using these Services, you agree that you are willing and able to receive communications (disclosures, notices, agreements, fee schedules, privacy policies, statements, records, documents and other information we provide you, or that you sign and submit or agree to at our request) in electronic format. Any such mail or email will be sent to you at the address on file and shall be considered received when delivered in such a manner. You agree to promptly notify us if your email address has changed by contacting us using any of the following;
- Sending an email to: [email protected]
- Calling 781-783-1796 8:30 AM – 5:00 PM (EST), Monday through Friday, on a Banking Day
- Writing a letter and either giving it to a Customer Service Representative at any branch location or sending it to the following address:
Hingham Institution for Savings
Online Banking Department
55 Main Street
Hingham, MA 02043.
If you withdraw your consent to receive communications in electronic format we will terminate your Business Online Access.
Section 10. Alerts/Messages
- Online Banking allows you to set up automated alert events based on your own criteria. Email alerts will be sent to the email address you provided when creating the alert. You acknowledge:
We may add or remove types of alerts from time to time.
- If you change your email address you are responsible for notifying the Bank of the change so that future alerts are directed to the appropriate address.
- You agree that alerts may be delayed or prevented for a variety of reasons.
- We do not guarantee the delivery or validity of the contents of any alert.
- You agree that we shall not be liable for any delays, delivery failures or misdirected delivery of any alert.
- You agree that we shall not be liable for actions taken or not taken by you or anyone else in reliance of an alert.
- We will never include your password or full account number in an email alert, however, you understand that alerts may include your name, company name and some information about your accounts.
- Unfulfilled events (events that do not happen) will only remain on the system for 999 days. You will not be notified when they are removed.
- Distributed events (events that have happened and have been viewed) will remain on the system for 30 days.
Section 11. Statements
You have the option to enroll in eStatements, allowing you to receive monthly or quarterly statements electronically as well as disclosures and notices that we may provide from time to time. You agree that we will provide access to eStatements based on the permissions provided for account access. When access to eStatements is requested for Additional Users, you agree that the User has the authority to activate eStatements and that the activation of eStatements by any one User will determine the delivery method of all future statements, notices and disclosures for the account(s) selected. eStatements may be activated through Business Online by accepting the Terms and Conditions and entering the appropriate authentication code. You may cancel eStatements at any time by contacting us as outlined in Section 10 of this Agreement. If not enrolled in eStatements, you will continue to receive your monthly or quarterly account statement, depending on the type of account via US Mail.
Section 12. Other Agreements
In addition to this Agreement, you and we agree to be bound by and comply with the requirements of the agreements applicable to each of your Online Accounts. Your use of the Online Banking Services is your acknowledgment that you have received these agreements and intend to be bound by them.
You assume exclusive responsibility for the consequences of any instructions given to Hingham Institution for Savings, or your failure to access Online Services properly in the manner prescribed by Hingham Institution for Savings, and for your failure to supply accurate input information, including, without limitation, any information contained in an application.
You shall review other disclosures received by you when you open your accounts with us including the charges that may be imposed for electronic funds transfers or the right to make transfers listed in the fee schedules accompanying those disclosures and the fee schedule at the end of this Agreement
Section 13. Hours of Operation
Online Banking Services are generally accessible 24 hours a day, seven days a week, except that Services may be inaccessible for a reasonable period for system maintenance or system upgrades. We are not liable under this Agreement for failure to provide access due to a system failure or due to other unforeseen acts or the unavailability of a service because of the inability of a third-party to provide an underlying service to the Bank. We may modify, suspend or terminate access to the Online Banking Services at any time and for any reason without notice or refund of fees you have paid.
Our Business Hours are Monday through Friday, excluding Federal holidays, from 8:30AM (EST) to 5:00PM (EST). All transactions which are requested after our business hours, on Saturdays, Sundays or holidays on which we choose to remain closed, may not be processed until the next business day.
Section 14. Modifications to this Agreement
We may modify the terms and conditions applicable to our Services from time-to-time upon mailing or delivering a notice of the modifications to you at the mailing address or email address shown on our account records and the revised terms and conditions shall be effective at the earliest date allowed by applicable law.
The Bank may amend without limitation any cut-off time, business day designation, security requirements and minimum computer system requirements. Such amendments shall become effective immediately or on such later date as may be stated in the Bank’s notice to the Client.
We reserve the right to terminate this Agreement and our use of the Services in whole or in part at any time without prior notice. Continued use of the service after the notification date of the modification or termination of this agreement demonstrates our acceptance of the change in terms.
Section 15. Our Liability for Failure to Make a Transfer
- Except as provided for in Section 5, if we do not properly complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for the amount of any losses incurred by you and resulting directly from such failure. We will not be liable in the following instances:
- If through no fault of our own, you do not have enough money in your account to make the transfer;
If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents the transfer, despite reasonable precautions that we have taken;
- If there is a hold on your account or if access to your account is blocked, in accordance with banking policy;
- If your funds are subject to legal process or other encumbrance restricting the transfer;
- If your transfer authorization terminates by operation of law;
- If you believe someone has accessed your accounts without your permission and you fail to notify us immediately;
- If you have not properly followed the scheduling instructions on how to make a transfer included in this Agreement;
- If we have received incomplete or inaccurate information from you or a third party involving the account or transfer;
- If we have a reasonable basis for believing that unauthorized use of your Password or account has occurred or may be occurring or if you default under this Agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement.
- There may be other exceptions stated in this agreement and in other agreements with you. In no event shall we be liable for damages in excess of your actual loss due to our failure to complete a transfer and we will not be liable for any incidental or consequential damages.
- If any of the above circumstances occur, we shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the transactions that may not have been completed or to correct incorrect transactions that have been processed.
Section 16. Limitation of Liability
Disclaimer of Liability
You are responsible for the correct set-up and installation of software required to access the Service. . Neither the Bank nor any of the Bank’s service providers are liable for damages (whether direct, indirect, special, consequential or otherwise), including economic, property, personal or other loss or injury, whether caused by hardware or software or system-wide failure, arising or resulting from the installation, use or maintenance of the equipment, software or other items necessary to operate Online Banking Services.
Disclaimer of Warranties
- Warranties of Fitness and Merchantability
- NEITHER THE BANK, ANY SOFTWARE SUPPLIER NOR ANY INFORMATION PROVIDERS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, TO YOU CONCERNING THE SOFTWARE EQUIPMENT, BROWSER OR OTHER SERVICES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR PARTICULAR PURPOSE UNLESS DISCLAIMING SUCH WARRANTY IS PROHIBITED LAW.
- Computer-related Warranties
- Neither the Bank nor any software supplier, nor information provider is liable for any computer virus or software-related problems which may be attributable to the services provided in connection with the Online Banking Services.
Section 17. Disclosure of Information to Third Parties
We will disclose information to third parties about your account or the transfers you make:
- Where it is necessary for completing transfers;
- In order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant;
- In order to comply with government or court orders or other reporting requirements;
- If you give us your written permission;
- To our affiliated companies.
Information concerning your account history with us will be shared within our organization. Other information, including information you have given us as part of an application for one of our products or services, or information we have received from a credit bureau or other third party, also may be shared among affiliated companies within our organization.
Section 18. Inactivity and Termination
You are responsible for complying with all the terms of this Agreement and with the terms of the Account Agreements governing the deposit accounts which you access using electronic Online Banking Services. We can terminate your electronic banking privileges (including the Bill Payment service) under this Agreement without notice to you if you do not pay any fee required by this Agreement when due, or if you do not comply with the agreement governing your deposit or loan accounts, or your accounts are not maintained in good standing. We will promptly notify you if we terminate this Agreement or your use of the services for any other reason.
We may convert your account to inactive status if you do not sign on to the Service or have any transaction scheduled through the Service during any consecutive one-hundred-fifty (150) day period. If your account remains inactive for a consecutive one-hundred-eighty (180) day period, your online access will be terminated.
To cancel the Online Account Services and/or Bill Payment Service, you must notify us and provide your name; address; whether you are discontinuing Online Account Access, Online Bill Payment or both; and the effective date to stop the service. When Bill Payment is terminated, you must delete pre scheduled bill payments made through Online Account Access. You may notify us by one of the following methods as set forth in Section 10 of this Agreement:
Section 19. Fee Schedule
Refer to our service and fee schedule
Section 20. Governing Law, Litigation and Arbitration
This Agreement has been delivered to us and accepted by us in the Commonwealth of Massachusetts. Subject to the provision of the next paragraph, any action or suit brought in connection with this Agreement or the transactions contemplated herein may be brought in a court of record in Plymouth or Norfolk County, Massachusetts, the parties hereto irrevocably submitting and consenting to the non-exclusive jurisdiction of each thereof, and each party irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. IN THE EVENT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, YOU AND WE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE THAT YOU OR WE MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE FOREGOING WAIVER.
Notwithstanding the foregoing, you and we agree that all disputes, claims and controversies between you and us, whether individual, joint or class in nature and arising from this Agreement or otherwise, including without limitation, disputes sounding in contract or tort, shall be resolved in arbitration proceedings in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association governing commercial arbitration. Such arbitration shall be commenced upon the written request of either party forwarded to the other in accordance with the notice provisions applicable to this Agreement and shall be conducted before a panel of three (3) arbitrators, one chosen by you, one chosen by us and one appointed by said Association. No act shall constitute a waiver of this arbitration agreement, including, without limitation, obtaining injunctive relief or a temporary restraining order; obtaining a writ of attachment or imposition of receiver, or exercising any rights related to property, including taking or disposing of such property with or without judicial process pursuant to the Uniform Commercial Code. Any disputes, claims or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, shall also be arbitrated, provided however that no arbitrator shall have the right or the power, including the enforceability of this arbitration provision and any claim to rescind, reform or modify this Agreement, to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction under the above paragraph of this section. Nothing in this Agreement shall preclude us from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding and the commencement of an arbitration proceeding shall be deemed to be the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision
Force Majeure: Neither party will be liable to the other for any delay or interruption in performance as to any obligation in this Agreement resulting from governmental emergency orders, judicial or governmental action, emergency regulations, sabotage, riots, terrorist action, vandalism, labor strikes or disputes, acts of God, fires, electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, or delays or interruptions in performance beyond its reasonable control.
Assignability: The Client may not assign their rights or obligation under this agreement.
Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of this Agreement. Rather, the invalid, illegal, or unenforceable provision shall be modified so that it is valid, legal, and enforceable and to the fullest extent possible, reflects the intention of the parties.