The information included in this proposal is intended solely for the entity to which it is addressed and may contain confidential or privileged material. Any review, retransmission, dissemination, or other use of, or action taken in
reliance upon, this information by persons or entities other than the entity to which it is addressed is prohibited. If
you have received this proposal in error, please contact the sender. This offer is contingent upon credit underwriting by SunTrust Bank and execution of a mutually agreeable contract between SunTrust Bank and the
Company.
Strictly Private and Confidential
COLLIER COUNTY CLERK OF CIRCUIT COURT
Request for Proposals #2014-001 Banking and Financial Services
Distance from Collier County Clerk of Circuit Court: 0.82 miles 8. Who will be the primary contact assigned to our account? From which area of the organization,
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
Your Client Services Specialist is Maria “Millie” Garfinkle. Millie’s primary responsibility is to
enhance your daily experience in using SunTrust products and services, and to provide timely
responses to your inquiries. Please refer to Question 3 below for her bio information.
Millie is empowered to resolve your inquiries completely and to escalate as necessary to respond
to your request. For SunTrust, every client is a priority and is given the best possible level of
service at all times. In the event that you need to escalate an issue, there are Team Managers and
a Group Manager within Client Services, in addition to your Relationship Manager or Treasury
Sales Officer.
Your Client Services Specialist can be contacted from 8:00 a.m. to 6:00 p.m. ET Monday through
Friday on bank business days. Each call is returned within eight business hours.
Additionally, Collier County will be assigned a dedicated Relationship Specialist, Iris Robinson,
to work directly with the BOCC/Clerk/SOE on day-to-day commercial banking requests and
service requests.
For after hours support, our Commercial Banking Service Center is available for your
convenience:
9. List names, titles, phone numbers and e-mail addresses, and provide a brief biography of each of
the bank contact personnel.
Please refer to Question 4 above for relationship team information and their biographies. 10. Is your institution a State of Florida "Qualified Public Depository" pursuant to Chapter 280,
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14. By what methods can you notify your customer of the amount of checks to be charged to their account?
This information can be provided through Online Treasury Manager, our internet-based cash
management service, or in a BAI file that can be transmitted to you through SunTrust Online
Courier. Notification times do not change based on the delivery method selected. 15. Does notification of daily clearings (or funding requirements) include both check and ACH
debits?
Yes. Both check and ACH debits are provided through our current day report. ACH totals are
reported separately from check totals.
16. At what time do you normally notify customers of their daily clearings? What is the earliest you
are able to make daily notifications? What is your latest deadline?
We report First and Second presentment totals. First presentment totals are reported by 8:30 a.m.
ET. Second presentment totals are reported by 10:00 a.m. ET. You will also receive a Final
Report of these totals, which will include both summary and detail, by 11:00 a.m. ET.
17. Do you have an established maximum dollar value limit that may not be exceeded by an individual check? Do you have any restrictions regarding individual check amounts?
No limitations.
18. What procedure will be used to resolve overdrafts caused by funding failures as result of
improper funding from the County? As a result of the bank's error or delay in notification?
Overdrafts are handled in the same manner, whether they are caused by a SunTrust system issue,
a Federal Reserve Bank issue, or under-funding by the client. Your SunTrust Treasury
Management Client Services Specialist, Millie Garfinkle, with assistance from SunTrust Risk
Management, would work directly with you to resolve the overdraft and alert your SunTrust
Relationship Manager, Josh McCoy.
If an issue related either to the SunTrust system or the Federal Reserve system resulted in
overdrafts for a number of clients, we would provide general information about the issue through
banner messages in Online Treasury Manager. If the issue affected only your account, we would
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
Scope of Banking Services A. Availability of Funds The BOCC, COCC and SOE will make deposits at various branch locations throughout the day. The Clerk of Courts requires all deposits received by the financial institution by 4:00 P.M. EST, at the earliest, be credited as same day transactions to the respective account ledgers. The Clerk’s Office also requires the financial institution adhere to the following: 1. Ensure same day availability of funds for cash deposits, incoming wire transfers and ACH
transactions, as well as checks drawn on the financial institution.
Funds from the following deposits are considered collected immediately and available for
withdrawal on the day we receive the deposit:
Cash Deposits
Wire Transfer Deposits
Electronic Direct Deposits (such as Social Security benefits and payroll benefits)
SunTrust provides immediate availability for on-us (SunTrust) items, provided they are not drawn
against accounts on the SunTrust Controlled Disbursement service.
2. Provide a copy of the financial institution’s current availability schedule for checks deposited and its methodology for computing deposit float.
Our Funds Availability Policy Disclosure is provided in the Appendix Section.
B. Overnight Investment of Available Funds Concentration account balances for the respective agencies covered by the RFP for the dates indicated: Month BOCC COCC SOE End Concentration Concentration Concentration Total Apr-13 $38,916,137 $39,076,570 $232,334 $78,225,041 May-13 19,110,953 42,316,422 280,888 61,708,263
Although these balances are based upon actual historical data, the Clerk’s Office cannot guarantee such levels will be maintained. The awarded bank agrees to automatically invest the respective available balances in the BOCC, COCC and SOE concentration accounts, and non-primary accounts, on the bank’s books at 5:00 P.M. EST, in accounts within the bank. Please explain the method used to calculate the invested balance, the interest rate to be applied, compounding period and the frequency of interest credits. The rate, or index, specified for the account must be available on a daily basis for independent assessment by the Clerk’s Office. Please provide a schedule showing the proposed interest rate for the period April 2013 to March 2014. In the event that any concentration account should have a negative balance there will not be any interest or penalty assessed. The Clerk will not accept any exceptions to this specification.
Alternative Overnight Investment Alternative overnight investments may be proposed but only as an optional proposal. Please provide the services specified above in your proposal, with an attachment describing the alternative proposal. Alternative proposals may be accepted if they are considered “deposits” and are thus covered by Florida Statutes, Chapter 280, and they provide the same level of and security and service outlined above. The Clerk is interested in maximizing investment return without increased risk or loss of flexibility. SunTrust recommends our Public Funds Advantage NOW account as described below.
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Public Funds Advantage NOW
This account combines the convenience of an analyzed business checking account with interest-earning
functionality of a NOW account, benefiting Collier County by posting only one net interest payment or
service charge.
We are offering an earnings credit rate floor of 50 bps or .50%. All excess balances above the
compensating target will be automatically invested at an interest rate floor of 15 bps or .15% for the five
year contract term. The ECR rate is currently a managed rate, although the ECR calculation has
historically been based on Treasury Bill rates. The ECR is applied to the average positive collected
balances. There is no minimum balance required in analyzed business checking accounts.
Interest will be calculated at month end and posted to Collier County’s account on the 14th business day of
the following month.
If Collier County does not maintain sufficient balances to offset all service charges, then the earnings
credit accrued will offset a portion of the service charges and the remaining balance of the service charge
will be debited from Collier County’s account. However, based on our pricing analysis, Collier County
maintains sufficient balances to offset fees and still earn $3,400.00 per month in interest.
C. Electronic Cash Management The bank will provide electronic cash management services capable of providing at least the following on all BOCC, COCC and SOE accounts: 1. Previous day detail reporting by 8:00 A.M. EST. Yes. Refer to Online Treasury Manager service availability table below.
2. Current day balance and detail reporting by 8:00 A.M. EST, and intra-day ACH and controlled
disbursement reporting by 1:30 P.M. EST. Yes. Refer to Online Treasury Manager service availability table below.
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5. Positive pay service for checks and ACH transactions, with the ability to send multiple daily files, as well as offer the capability to remove a check or ACH from a file and receive electronic notification of exception items.
Yes, via our Positive Pay and Online ACH Fraud Control services.
In addition, provide information on the bank’s electronic cash management services, and whether or not the above criteria can be met. Please include all related hardware and software requirements. SunTrust Online Treasury Manager is an internet-based delivery method that meets all of the needs
outlined by Collier County. You can access Online Treasury Manager through any standard browser-
based service such as Internet Explorer. Because you connect to our system through the internet, the only
software you need to install or upgrade is your web browser. In addition, internet-based access enables
multiple authorized users to access the system simultaneously from any location. Online Treasury
Manager is easy to use and requires minimal user training; however, robust product demos and training
materials are available.
Below are the recommended versions of the most commonly used browsers.*
Internet Explorer 6.0 and up
Firefox 3.01 and higher
Adobe Acrobat Version 7.0 or higher is required to view reports in Online Treasury Manager.
*Please exercise caution when considering an upgrade to a higher browser version, especially if it is a
beta version, as it may not be compatible for use with Online Treasury Manager. SunTrust will notify
you of any changes to the currently supported versions of Internet browsers through system bulletins.
Security Features
Security is a key component of Online Treasury Manager. SunTrust uses several independent facilities to
protect your accounts and provide multiple layers of security. Some of the security features we use
include:
*Encryption – 128-bit encryption is used to protect data moving between your company and
SunTrust.
*Firewalls, routers, and special computer systems – We provide advanced network security that
effectively prevents unauthorized access to your accounts. Users never have direct access to any
SunTrust computer system containing sensitive information. Secure application servers provide
exclusive access to the SunTrust host computer systems through secure virtual tunnels.
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Domestic and USD international wires can be future-
dated up to year (365 days). Foreign currency wires
cannot be future-dated.
Wire (by phone) 8:30 a.m. –
4:30 p.m. ET
Wires done by phone only. Domestic and USD
international wires can be future-dated up to 30 cal.
days.
Wire Report 186 cal. days This is only for the Wire Report under the Wire
Transfer service.
With this browser-based banking solution you can manage your workflow using a single dashboard view
to review items requiring action, such as approval of wire and account transfer requests. You can also
access a variety of other banking services including Information Reporting, Positive Pay, Image Access,
Wire Transfer, ACH Initiation, Stop Payments, and Account Transfers. Regardless of whether you use
depository, disbursement or both capabilities from SunTrust, this is an ideal complement for access to
account information and transaction initiation.
D. Wire Transfer Services The Clerk will require dual release for all outgoing wire transfers. At no time will the Clerk permit or assign the authority for any one individual employee the capability of executing outgoing funds transfers independently. Confirmed. We can work with you to tailor the parameters for callbacks to assure dual approval based on
your own security requirements.
The Online Treasury Manager system enables you to segregate user authorities by function. The Security
Administrator can permit or restrict users’ access to functions and accounts. For transaction initiation,
such as for ACH and wire transfer transactions, separate initiation or approval authority can be assigned,
so that payments cannot be initiated and approved by the same user. Initiation and approval can be
further restricted by transaction type and daily total amount. Dual administration for assigning new users
and their access levels is also available in Online Treasury Manager, but not in SunTrust Online Courier.
The security manager, referred to as Company Security Administrator or Security Administrator in the
SunTrust online services, has the ability to assign all the functions that your company requests. He or she
creates and maintains users, which includes password resets, assigns access to accounts and functions,
and sets up authority levels and permissions.
SunTrust maintains internal audit logs of the activities performed by each user, including the Security
Administrator. Daily audit information is available to your Security Administrator, which can be viewed,
printed or exported at the user level or service level. A separate audit feature in Online Treasury Manager
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E. ACH Payables and Payroll Direct Deposit The awarded bank shall have the ability to provide ACH services for the direct deposit of payroll and payables. The bank shall be capable of receiving this data via direct transmission in standard NACHA
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format, with credit entries directed to the employee’s or vendor’s account at any participating financial institution. Responses to the following must be included in each proposal: 1. Provide required file format and ACH agreement. Vehicles for ACH Debit or Credit Origination
Online File Transfer: Online File Transfer provides a secure vehicle for transmitting
information between your company and SunTrust. This market-leading solution supports FTP
(File Transfer Protocol) or HTTPS (Hypertext Transfer Protocol with Secure Socket Layer
encryption). Regardless of the option you choose to send or receive files, your information is
encrypted when it is transmitted to or from SunTrust. Online File Transfer allows you to send
and receive ACH origination and return item files, Account Reconciliation, Positive Pay or
Controlled Payment Reconciliation check issue or paid item files, check images, EDI data, and
Lockbox information. Using this electronic transmission option, you can quickly, accurately, and
securely send or receive critical information in a format tailored to your specifications.
Online Treasury Manager: Online Treasury Manager provides an internet-based delivery
channel for accessing information needed to make critical financial decisions and manage
important payables and receivables transactions. The Online Treasury Manager suite of services
includes balance reporting, account transfers, ACH initiation, stop payments, positive pay, wire
transfer initiation and received wire reporting, online images, and special reports (e.g., special
purpose pre-formatted reports). With balance reporting services, prior-day, current-day, and
special reports are available. Data may be exported into various data file formats for import into
spreadsheets, accounting packages, treasury workstations, or ERP systems. Online Treasury
Manager offers multiple security levels including encryption, system timeouts, firewalls,
challenge questions, user IDs and passwords, and entitlements for restricting user authority levels
and access to information.
Our Treasury Management Master Agreement and Terms and Conditions, as well as NACHA file
specs are provided in the Appendix Section.
2. Instructions for the origination of ACH entries.
ACH Applications
ACH services are used for both collections and disbursements, and are applicable for both
business-to-business and business-to-consumer transactions. The most common ACH
applications are Direct Deposit, Pre-authorized Debit, Concentration, Corporate Payments, and
Tax Payments. Descriptions of each of these applications follow.
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may receive an email when SunTrust has received your file, when your file has been successfully
processed, and when SunTrust has not processed your file due to missing or mismatched control
totals. Information from the file header and trailer records are contained in the email, which
includes originator ID, file creation date/time, entry count, total credit amount, and total debit
amount.
For files that are originated from the ACH service in Online Treasury Manager, a customizable
report can include the reported totals plus other information related to a file.
F. Positive Pay Services The financial institution shall be capable of providing positive pay services for all checks and ACH Transactions. Each proposal must include a response to the following: 1. Provide the required file format.
Online File Transfer provides a secure vehicle for transmitting information between your
company and SunTrust. This market-leading solution supports FTP (File Transfer Protocol)
or HTTPS (Hypertext Transfer Protocol with Secure Socket Layer encryption). Regardless of
the option you choose to send or receive files, your information is encrypted when it is
transmitted to or from SunTrust. Online File Transfer allows you to send and receive ACH
origination and return item files, Account Reconciliation, Positive Pay or Controlled Payment
Reconciliation check issue or paid item files, check images, EDI data, and Lockbox
information. Using this electronic transmission option, you can quickly, accurately, and
securely send or receive critical information in a format tailored to your specifications.
Account reconciliation program file format specifications are provided in the Appendix
Section.
2. Include the bank’s positive pay agreement.
Our Treasury Management Master Agreement and Terms and Conditions are provided in the
Appendix Section. 3. The financial institution must be able to receive a direct data file transmission. Confirmed.
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G. Account Reconciliation and Statements The bank will provide monthly bank statements and online reconciliation services for the accounts specified and for those established during the term of this contract. The following are minimum requirements for these services: 1. Provide cleared check information electronically, on a daily basis and per cleared item. Confirmed. Online Treasury Manager has all of these capabilities.
2. Provide the BOCC, COCC and SOE account reconciliation data online, aggregated by bank
account.
Please refer to Exhibit C, Question 21 for details of our full and partial account reconciliation
services.
3. Provide monthly statements within ten business days after the end of the calendar month.
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more than 60 days old may be requested from your Client Services Specialist. Analysis
statements will be available through Online Treasury Manager in a future release.
I. Daylight Overdraft Occasionally, the BOCC concentration account sends out a large outgoing wire transfer which necessitates the funds to cover these transactions be wired from an outside investment source (i.e., custodial account). Generally, the outgoing wire is ready for processing prior to the receipt of the funds necessary to cover this transaction, thereby creating a daylight overdraft. The successful proposer will demonstrate the ability to cover these overdrafts without assessing penalties or interest. In the event that account activity were to result in a daylight overdraft, pending items are vetted by the
Relationship Specialist (or backup). If required, approval to release pending items without charge is
sought from the Relationship Manager (or backup) to avoid delays.
J. Foreign Items Please describe the process required by your financial institution for depositing foreign checks. Foreign (International) checks cannot be processed through Image Cash Letter or Online Check Deposit
and must be presented for deposit at a SunTrust branch office. Collier County should separate those items
from U.S. items and the branch will follow the appropriate process as necessary. K. Payment for Banking Services Please discuss the methods of fee payment available to the County. If an earnings credit methodology is proposed please provide the details for its calculation and the calculation of the earnings credit rate (ECR). In addition, please provide a minimum ECR rate. Direct invoice payment terms shall be net 45 days from date of receipt. At no time shall the bank automatically debit any account for service charges or fees.
SunTrust offers direct debit on a monthly basis for the payment of fees. An invoice option is also
available. You will typically be billed on the third week of the month following the period analyzed. .
The ECR rate is currently a managed rate, although the ECR calculation has historically been based on
Treasury Bill rates. The ECR is applied to the average positive collected balance in the account for the
month. The ECR rate applied is tiered based on those balances.
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It is important to note that SunTrust does not deduct the reserve requirement to calculate available
balance. The calculation is based on the full available balance for the month.
Complete the applicable unit price for services along with the monthly totals for each line item in Exhibit A. In addition, at the bottom of Exhibit A, include any fees your institution will assess that may not appear in this exhibit or that are related to expanded services.
Completed Exhibit A is provided in Section III – Pricing Response.
L. Retail Lockbox Services The BOCC currently utilizes a lockbox for the collection and processing of utility payments. A response to the following must be included in each proposal: 1. Provide the bank’s retail lockbox agreement.
Our Treasury Management Master Agreement and Terms and Conditions are provided in the
Appendix Section.
2. Please indicate the proposed location of the lockbox site, including address. Also, provide an
alternate lockbox processing location in the event the primary location is unable to process payments.
Orlando, Florida. A sample lockbox address is shown below:
Collier County Clerk of the Circuit Court
Post Office Box XXXXXX
Orlando, FL 32891-XXXX
Alternate work locations are equipped to meet the requirements of the business unit for
which they provide backup support. We also leverage regional equipment depots to meet
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3. Is the retail lockbox processing being performed by the bank, or by a third party? If by third party, please identify and provide appropriate background information for evaluation.
SunTrust partners with ACS, a Xerox company, to provide our in-house lockbox
services.
Xerox stands with deep experience in the financial services industry. Xerox is a global enterprise
with 140,000 employees serving clients in 160 countries. They are a well-regarded leader in
business process and IT servicing. To enhance this expertise, ACS has been a trusted supplier to
SunTrust since 1985. They provide an array of financial services deployed across the company.
These services include student loan servicing, document imaging, employee benefit services, HR
management consulting, and customer care call center service. In fact, ACS received SunTrust’s
2010 “One Team” Supplier Award for maintaining great relationships across many LOBs while
supporting two priority projects.
ACS performs the following with high quality standards: Check Processing, Returns and
Exceptions, Research and Adjustments, Account Reconciliation Services, Print and Distribution
Services, as well as Lockbox Processing, This is consistent with other businesses they run and in
which they have extensive experience.
Some notable statistics include:
More than 10 million documents imaged, indexed and transacted each day
More than 200,000 Tier 1 client support calls taken each month
More than 3 million credit card applications processed each month
More than 375 billion check images stored
More than 40 years supporting banks and credit card issuers
$213 billion consumer loan servicing portfolio
4. The bank must accept a CSV file from the BOCC’s Utility Billing and Customer Service
Department (UBCS) containing all customer numbers. This file will be sent weekly to the bank and this file will be used to verify that the account numbers, and format, match before the payment file is sent to UBCS.
Lockbox will accept a stop payment file but we do not offer account look-up matching. The stop
file process would utilize account numbers supplied by Collier County daily or monthly. The
stop file is sent to Lockbox through a secured online file transfer URL.
5. What is the processor’s average error rate per 1,000 items processed?
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Based on May 2014 performance summary data for scannable lockbox processing error rate:
1 in 80,187
6. Explain the process that will be used to process payments representing multiple accounts.
Collier County may deposit multiple facility checks into one lockbox. In order to break out by
facility, we can utilize sorts. The County will see different facilities by batch range. 7. The bank must provide online access to payment detail on a same day basis. Such data would
include all checks, stub images, customer account number, check number and dollar amount, and be available no later than 2:00 P.M. The bank must also provide internet access to accounts sufficient to allow the viewing of returned checks.
SunTrust’s Scannable Lockbox service has been upgraded to a new processing platform to
provide better reporting and greater efficiency to help you manage your receivables. Plus, it sets
the stage for future enhancements. The new platform incorporates the tools and information
needed to control and manage your receivables efficiently and optimize collections. Detailed and
intraday reporting provide timely information to keep you moving at the speed of business. You
can easily identify a payment source and view check and document images to reduce the time
spent conducting research.
We bring you the best in lockbox service by leveraging the power of a central processing engine,
which also houses the images of checks and coupons. The use of a central archive provides
Lockbox Image service subscribers the ability to:
View images of checks and coupons online
View checks and coupons from within most accounts receivables systems
View deposit details within two hours of batch completion
Generate reports in a variety of formats
Receive data in the way that meets your business needs: online, transmission, CD-ROM
(virtual or physical)
8. All information related to payments that do not have either a payment stub enclosed or an
account number shown on the check will be sent via overnight mail to UBCS. All correspondence received by the lockbox will also be sent via overnight mail to UBCS.
SunTrust can image all correspondence items in a separate, correspondence-only batch, which
can be forwarded to your office by first class mail, courier or overnight delivery. SunTrust can
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14. Please provide protocols for the resolution of errors related to file transmission. The Scannable Lockbox management team routinely monitors reports that track error rates and
other measures relating to data entry accuracy. The management team, with input from clients
and staff members, is responsible for refining, or identifying new, quality measurements that will
help the lockbox operations further improve their performance.
We go to great lengths to ensure that processing is accurate and performed according to your
requirements. During the implementation process, our Treasury Implementation Project Manager
reviews all of the proposed procedures to assure that the account can be processed within our
standards. During the first thirty days after the lockbox begins receiving mail, the processing of
your lockbox is overseen by senior level personnel who review the procedures for completeness
and assure your instructions are being followed. In addition, lockbox supervisors perform
random spot checks to assure consistent adherence to your instructions and to our processing
standards.
Finally, all processing steps, along with the identity of the individual who performed them, are
systematically tracked within the lockbox processing system. Therefore, we can easily determine
who was responsible for an error and counsel the processor to reduce the likelihood of the error
being committed again. All processors are held accountable for their processing accuracy and
must meet clearly defined quality goals.
Additional technical specifications and requirements for Retail Lockbox Services are available upon request.
M. Wholesale Lockbox Services The BOCC currently utilizes a lockbox for the collection and processing of Emergency Medical Services (EMS) payments. A response to the following must be included in each proposal: 1. Provide the bank’s wholesale lockbox agreement.
Our Treasury Management Master Agreement and Terms and Conditions are provided in the
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2. Please indicate the proposed location of the lockbox site, including address. Also, provide an alternate lockbox processing location in the event the primary location is unable to process payments.
Orlando, Florida. A sample lockbox address is shown below:
Collier County Clerk of the Circuit Court
Post Office Box XXXXXX
Orlando, FL 32891-XXXX
Alternate work locations are equipped to meet the requirements of the business unit for which
they provide backup support. We also leverage regional equipment depots to meet additional
needs, should they arise.
3. Is the wholesale lockbox processing being performed by the bank, or by a third party? If by third
party, please identify and provide appropriate background information for evaluation.
SunTrust partners with ACS, a Xerox company, to provide our in-house lockbox
services.
Xerox stands with deep experience in the financial services industry. Xerox is a global enterprise
with 140,000 employees serving clients in 160 countries. They are a well-regarded leader in
business process and IT servicing. To enhance this expertise, ACS has been a trusted supplier to
SunTrust since 1985. They provide an array of financial services deployed across the company.
These services include student loan servicing, document imaging, employee benefit services, HR
management consulting, and customer care call center service. In fact, ACS received SunTrust’s
2010 “One Team” Supplier Award for maintaining great relationships across many LOBs while
supporting two priority projects.
ACS performs the following with high quality standards: Check Processing, Returns and
Exceptions, Research and Adjustments, Account Reconciliation Services, Print and Distribution
Services, as well as Lockbox Processing, This is consistent with other businesses they run and in
which they have extensive experience.
Some notable statistics include:
More than 10 million documents imaged, indexed and transacted each day
More than 200,000 Tier 1 client support calls taken each month
More than 3 million credit card applications processed each month
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
More than 375 billion check images stored
More than 40 years supporting banks and credit card issuers
$213 billion consumer loan servicing portfolio
4. What is the processor’s average error rate per 1,000 items processed?
Based on May 2014 performance summary data for wholesale lockbox processing error rate:
1 in 12,134
5. Explain the process that will be used to process payments representing multiple accounts.
Collier County may deposit multiple facility checks into one lockbox. In order to break out by
facility, we can utilize sorts. The County will see different facilities by batch range. 6. The bank must provide online access to payment detail on a same day basis. Such data would
include all checks, stub images, customer account number, check number and dollar amount, and be available no later than 2:00 P.M. The bank must also provide internet access to accounts sufficient to allow the viewing of returned checks.
Lockbox Image Services
In addition to providing transmission of data, SunTrust offers you the ability to electronically
access images of your checks and remittance documents. You can choose to access images over
the Internet using our image browser, through image transmission, by CD-ROM or through a
direct link to your accounts receivable system. You have the option of scanning items on one or
both sides by an IBML scanner. We also offer Correspondence Only document imaging that
allows for non-financial documents to be captured and accessed over the Internet.
SunTrust Lockbox Image Services can enhance receivables posting and credit management duties
by providing access to images of checks and remittance documents, which can accelerate the
identification of exception items requiring research. Real-time access to digital lockbox images
facilitates faster response time when researching customer service requests and enhances the
credit decision process. It also reduces administrative costs because by eliminating the need to
search through paper documents.
With our image browser, you can run queries based on any indexed fields, including deposit date,
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additional indexing fields, such as invoice number or invoice amount. You can view check and
document images online for up to 10 years.
You have the option of choosing remitter table functionality, which allows you to create a cross-
reference based on the MICR line information of the checks deposited and the remitter name and
ID code. The remitter table is a standard feature with our check-only imaging service and is
available as an option with the document imaging service. Once a remitter is set up and the
cross-reference identified, all future payments from that remitter are automatically identified.
You can use this information to download reports or create files to upload into your accounts
receivable system.
SunTrust also offers Application Program Interface (API), which directly links the SunTrust
image browser to your accounts receivable or other internal system. API allows your authorized
users to look up a payment in your system and then retrieve the image(s) associated with that
payment without leaving your internal system.
The current SunTrust image service delivery schedule makes images available within 2 hours
after encoding. The actual time images become available will depend on the volume, level of
complexity, and data entry required, if any, for your account.
7. All information related to payments that do not have either a payment stub enclosed or an
account number shown on the check will be communicated to EMS not later than the next day. All correspondence received by the lockbox will be scanned and made available on the bank’s website the following day.
SunTrust can image all correspondence items in a separate, correspondence-only batch, which
can be forwarded to your office by first class mail, courier or overnight delivery. SunTrust can
also provide them to you online through our Lockbox Image service. We can also send the
images to you on a CD-ROM or through an image transmission.
8. How frequently is the mail picked up at the lockbox? In addition, what is the last mail pickup
time that will be included in that days’ deposit.
The SunTrust Orlando Lockbox courier picks up mail three times during the day, five days a
week with the exception of Thanksgiving and Christmas days. The mail pickup schedule below
shows the time that mail is received by the lockbox facility. This schedule may be adjusted based
upon any change in the mail patterns of the U.S. Postal Service.
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Our standard lead time for lockbox services which include data capture and transmission is 20
business days from the receipt of an executed lockbox agreement and your transmission
specifications.
This estimated lead time will vary depending upon the availability of resources at both SunTrust
and your company, the complexity of your requirements, the use of custom applications rather
than standard formats, etc. The most critical factor in implementing lockbox is the testing phase
for data transmissions.
12. Upon bank selection, lockbox testing must be completed in a timely manner.
Acknowledged. The SunTrust Treasury & Payment Solutions Implementations Group is staffed
with project management professionals whose primary responsibilities are to assist clients with
the implementation of their treasury management services. Your Project Manager will work with
your representative(s) to document your requirements, coordinate the setup and testing of your
services, assure you receive any technical assistance you may need, and conduct training on the
service for your representatives.
SunTrust will need to rely on your technical resources, who should be available throughout the
implementation process and in direct contact with our technical personnel in order to assure a
successful implementation. We will also need access to your programming resources, who
should be available to receive test files and integrate the data with your accounts receivable
system. The testing phase is a critical factor for the successful implementation of a lockbox that
includes transmissions of data files. Another consideration is your in-house cash application
process, which may require re-engineering to accommodate the new lockbox process.
Additional technical specifications and requirements for wholesale lockbox services are available upon request.
N. Pre-Authorized Debits (Drafts) Pre-authorized debits are used in conjunction with the Board’s Utility Billing Department operation; as a result the following criteria exist:
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Receive an emailed alert to be made aware of key events, such as when pending transactions need
to be authorized or verified.
Sign onto Online ACH Control to accept a transaction from a company the first time, and easily
set up a standing authorization to allow future transactions from that company. The originator’s
Company ID is provided for you, eliminating time-consuming research.
Use dual verification to ensure decisions are approved by a second user.
Specify, if desired, the number of transactions you would like to allow from a company along
with the maximum dollar amount.
Take no action and the electronic transactions are automatically rejected and returned, helping
protect your business against fraud.
2. The bank must provide the required file format.
SunTrust can provide data in multiple formats, some of which are used for purposes other than
Information Reporting. We support EDI ASC X12 transaction sets 813, 821 versions 2010
through 4060, 822 versions through 4010, 823, 829, and 835, SWIFT 940/950 (data exchange),
NACHA formats, BAI-2 and proprietary formats.
Online Treasury Manager offers BAI-2, text (report format), CSV and a SunTrust proprietary
CSV format. SunTrust Online Courier offers BAI-2, text (report format), XML, CSV, a SunTrust proprietary
CSV format and encrypted PDF report files. SunTrust most recently is supportive of IFX format.
We can also accept data in a CSV or flat file format and map the data into the applicable formats
for each payment type.
This flexibility allows us to accept a single integrated file and process transactions based on your
specific needs, without your devoting significant IT resources to implementing the service.
Part of the pre-Implementation process will be the definition of your requirements. At this time,
it is most appropriate to provide specific file formats.
3. Provide the maximum number of files that can be transmitted to the bank each day. There is no maximum number of file transmissions that the bank can receive each day.
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4. What is the latest time a transmission will be accepted?
Transmissions files through our Online File Transfer service are accepted 24 hours a day, seven
days a week.
ACH Transaction Deadlines
The latest deadline for initiating ACH payments with a next-day effective date is 7:30 p.m. ET,
although SunTrust accepts and processes file transmissions throughout the day (review the table
below for more information).
ACH files are processed and released in the next available processing window, which is the
established schedule for processing ACH origination files. Once a deadline has passed, any
subsequent files received will be released during the next processing window.
SunTrust accepts future-dated transactions for direct transmission files up to 30 calendar days in
advance of the effective date. Online Treasury Manager allows files to be scheduled up to 365
days in advance, and maintains your transaction history for 186 calendar days.
5. The bank must provide a daily e-mail for each file transmitted confirming the following:
• Numbers of records received and returned ACH items • Total dollar amount of the batch received • Date payments will be applied to the BOCC’s account • Any errors that have occurred
File Confirmation Using Online ACH Control
An important part of your payment process is providing control totals when you originate an
ACH file in order to help verify the accuracy and authenticity. Control totals are entered for any
file submitted through Online File Transfer or the Online Treasury Manager Upload option. We
recommend that you enter control totals first, then immediately transmit your ACH file.
Sign on to the secure Online ACH Control website and enter your control totals online for
maximum convenience and security. Once a control total is entered, you may review, modify,
and delete it for a brief period of time before it is matched to a file. If the control total matches a
file, we will automatically release the ACH file for processing. If your control total does not
match your file or we did not receive your control total, you may elect to receive an automated
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Emailed File Acknowledgements
In conjunction with online control totals, stay informed about your ACH origination file status
with timely email alerts through Online ACH Control. You may opt to receive an email when
SunTrust has received your file, when your file has been successfully processed, and when
SunTrust has not processed your file due to missing or mismatched control totals.
6. Provide instructions for error resolution in file transmission.
ACH Reversal or deletion requests can be made if Collier County has submitted a transaction in
error and is interested in correcting the error. Reversal or deletion requests can involve files,
batches, or individual payments. These are subject to NACHA rules and must be received before
4:00 p.m. ET for same-day processing.
If the request is received before the file is released by SunTrust, a request can be made to delete
the item; if the file has been released to the ACH network, only a reversal can be requested.
For security reasons, all requests for deletions and reversals must be submitted on the appropriate
form, either through Online Treasury Manager, or by fax with an authorized signature.
If you make the request by fax, a confirmation fax which can be printed and stored for your
records will be sent to you after we receive and process the requested reversal or deletion.
Depending on the circumstances, SunTrust may not be able to honor all requests for reversals or
deletions. SunTrust also reserves the right to not honor a reversal or deletion request, including
situations where clients have a prior history of submitting multiple erroneous entries.
O. Designated Account Executive and References The Clerk requests that the proposing banks provide the names of a designated account executive, as well as an alternate. The designated account executives must be local and have the authority to make timely decisions in the normal course of business.
P. Custodial Arrangements The Clerk desires to place all of its custodial services with the bank that serves as the depository bank for the County. The custodial services requested will be for various securities that are purchased from other dealers and banks. These securities will be purchased and then transferred to the depository bank to be placed in a custodial account within the bank’s trust department. The trust department will act as the Clerk’s agent for all custodial transactions. These securities will be held until they are called, sold or mature. The following amounts reflect the Clerk’s estimate of the number of securities and par values that will be placed within the custodial account on an annual basis:
• Estimated number of annual transactions (sales, calls, purchases, maturities and coupon maturities): Approximately 80 • Number of securities held as of March 31, 2014: 21 • Fair value of securities held as of March 31, 2014: $609 Million
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Monthly reports describing all activities within the custodial account will be provided electronically. As part of its response each bank will provide their general custodial services agreement for review. The Clerk requires that all investment transactions clear through the respective concentration accounts. This should be construed to mean purchases, calls, maturities, sales and income postings. This transaction activity shall not be netted in any circumstance. SunTrust will maintain a separate account for Collier County. Securities will be settled upon delivery and
be credited to the County. The Federal Reserve receipt and safekeeping receipt will identify the “CUSIP”
number and the County as beneficial owner. Receipt will also identify that securities require physical
delivery to SunTrust.
We have proudly delivered custody and safekeeping services to institutional clients for more than a
century. We remain committed to providing the highest level of service, and we continue to invest in this
business to enhance the products and services offered.
Safekeeping of Assets
SunTrust has committed significant technological, financial and human resources to the delivery of
safekeeping and custodial services. We offer:
Dedicated teams to interface with client investment managers
Real time, straight-through processing for all securities transactions
Online access to account information for both the client and client-designated third-party providers
Ability to hold alternative investments (hedge funds, private equity funds, commingled funds, limited
partnerships)
Trade date monthly statements; the flexibility of delaying the release of the statements immediately
prior to subsequent month end in order to capture delayed pricing from managers of alternative funds
Fund accounting on either a dollar weighted or unitized basis
Extensive experience with large master custody relationships investing in a broad range of asset
classes
Multiple checks, balances and procedures through fully engaged team members to ensure accuracy,
timeliness and strong communication at all levels of the relationship
Dedicated Relationship Team
SunTrust offers a relationship team structure that assures responsive client service and minimizes
response time. Team members interact regularly, ensuring that they are fully aware of all factors that
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The County will be served by an experienced relationship team including your Client Manager, Sara
Manning, and your Account Specialist, Darlene Moulder. The team is further supported by extensive
back-office resources.
Team Members How We Support You Experience and Expertise
Sara G. Manning, CTFA Vice President Client Manager
Sara will provide proactive and strategic consulting on ways to enhance the utilization and value of our administrative services, introduce new services and ensure service levels and deliverables are satisfactory.
10 years industry experience
B.S., Clemson University
Graduate, Florida Bankers Association Trust School
Certified Trust and Financial Advisor (CTFA) designation
Darlene Moulder Assistant Vice President Account Specialist
Darlene is responsible for handling day-to-day administration duties and routine transactions, as well as supporting the overall servicing of the relationship.
29 years industry experience
Valencia Community College
Securities Settlement and Clearance Procedures
SunTrust provides book-entry security clearing at the Depository Trust Company (DTC), Federal Reserve
and other clearing agents.
SEI Private Trust Company (SPTC) is a direct participant with Depository Trust Company’s (DTC) and
an indirect participant with the Federal Reserve. SunTrust’s systems are integrated with DTC’s Interactive
Institutional Delivery (IID) system to insure timely settlement of T+3 trades and in same day funds when
initiated.
SunTrust uses SPTC to clear and custody registered mutual fund transactions. Positions are reconciled by
SPTC twice each month. SunTrust monitors the preparation of the reconciliations. SunTrust also monitors
the age and clearing of any exceptions.
Positions are reconciled daily with the DTC and the Federal Reserve securities settlement amounts.
Security positions with DTC and the Federal Reserve sub-custodian are reconciled on a daily basis with
exceptions researched daily. SunTrust monitors the age and clearing of any exceptions.
SPTC uses BNY Mellon to sub-custody non-U.S. assets for clients that have small global positions and/or
do not require full global custody services. The transactions for these assets are repatriated into U.S.
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SunTrust uses J.P. Morgan as global custody agent to custody non-U.S. portfolios for clients requiring
full global custody services, including multi-currency reporting. This requires a minimum balance of
global assets and can be discussed with the client’s relationship manager.
Trade Processing
All security related transactions including the settlement of purchases and sales, income collection, free
receipts and deliveries, and corporate actions are completed by dedicated resources within SPTC.
SunTrust has a dedicated team that works with SPTC, administrators, and investment managers to resolve
issues, set-up new relationships, etc.
The SunTrust Mutual Fund Team will process any needed mutual fund trades and coordinate this with
SPTC, but all other trading activity is routed directly to the dedicated SPTC resource.
Daily, or as needed, contact by SPTC and/or SunTrust with the client manager and investment managers,
brokers or depository representative ensures the successful completion of the following activities:
Timely settlement of all trade activity Accurate and timely posting of principal and income payments Prompt dissemination of proxy material (SunTrust controlled) Timely notification of the account manager on external communications (i.e., corporate actions, failed
trades, etc.)
Executed trade instructions are relayed to SPTC by the client or through the investment manager, broker,
or DTC confirm system. Deadlines will vary from time to time based on changes in the industry and new
types of securities. Any transactions after these times will be processed on a best effort basis.
Transactions Cut off times (EST)
DTC 10:30 a.m.
Commercial Paper Same-Day Settlement 12:00 noon
Treasury or Federal Reserve 10:30 a.m.
Don't Know (DK):
DTC 2:45 p.m.
Federal Reserve 3:00 p.m.
"Book-entry" Eligible – SPTC is a direct participant in DTC in New York. SunTrust’s systems are
integrated with DTC’s IID system to insure timely settlement of T+3 trades and in same day funds when
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Ineligible Assets - All security positions, ineligible at either DTC or Federal Reserve Bank sub-
custodian, are held in nominee form in SunTrust’s vault. All securities held at the Bank, or any other
facility, are identified by location and status on our accounting system. SunTrust’s systems are integrated with DTC’s IID to ensure timely settlement of T+3 trades and in same
day funds when initiated. The preferred method of notification is through DTC’s IID system.
Failing trades in which our client is the buyer are communicated with the investment advisor and/or the
client, and either the investment advisor or SPTC calls the broker and attempts to correct the situation. If
our client is the seller, SPTC resolves the problem by determining the cause of the failed delivery. In
either case, the failing trade is either corrected or canceled. Since trades are posted to the client’s account on contractual settlement date, resolved failing trades are
usually invisible. In a situation where a failing trade cannot be corrected, the client’s best interests are
considered on a case-by-case basis.
We encourage investment managers to affirm their trades through the DTC’s IID confirm system. SPTC
is able to act on affirmed confirmations as our authorization for settlement. Interaction with managers that
affirm their own trades would be limited except where there are same day settlements, block trades, and
failing trades. For managers unable to affirm trades and for short settlement periods, a faxed trade
confirmation on trade date is required. SPTC will affirm trades into the trust accounting system upon
receipt of written instructions. This will also update the trade to our SMAC system for settlement. Broker
confirmations are received from the Omgeo/DTC’s IID system four times daily and affirmations are sent
back to DTC on the same frequency. Depository reconciliations for the DTC and Federal Reserve Bank held at a sub-custodian assets are done
on a daily basis.
SunTrust PortfolioViewSM
, a proprietary online reporting system, is available for reporting transactions
and positions to external managers and clients.
Physical Delivery
Whenever possible, physical securities will be registered in nominee form, and all eligible assets are held
at DTC through SPTC. Securities requiring physical custody or depository-ineligible assets are held in
our vault at SunTrust.
Income Collection
SPTC has a dedicated income unit that processes interest, dividends, mortgage-backed securities, private
placements, and income payments on other types of securities. The unit monitors income to be received
and reconciles payments to the various depositories. The unit monitors any differences in payments and
will reclaim any payments not received.
Trust 3000®, our trust accounting system developed by SEI, projects cash to be received for interest and
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Q. Merchant Services The Clerk requires merchant services processing for the BOCC and COCC agencies and requests that all proposers submit their merchant services processing format and processes for evaluation. A proposing bank shall provide merchant services to various departments throughout the BOCC and COCC at one discount rate. The bank shall submit individual merchant services invoices to the Clerk’s Office monthly for all merchant charges, as well as provide daily and monthly settlement statements separate from its invoices for merchant charges. Settlement statements, merchant chargebacks and merchant charges shall be available online. The proposal must be inclusive of all rates and charges associated with merchant services. Payment Card Industry (PCI) compliance must be maintained by the successful bidder as a part of the merchant services processing requirement. The BOCC and COCC agencies do not desire to hold or handle cardholder information. The proposing financial institution understands that there are existing merchant services processors providing certain services to the BOCC and COCC agencies that must be integrated as a result of being selected. At the time of renewal of these individual arrangements consideration will be given to consolidating these services. The following is a table outlining all merchant services activities for the period April 1, 2013 to March 31, 2014: Site Transactions Amount BCC – Utilities Online 112,327 $12,089,595.44 BCC – Utilities OTC/Telephone 13,501 2,362,062.20 BCC – Utilities North Naples 585 86,677.97 BCC – Utilities IVR 51,412 5,446,107.50 BCC – Landfill 8,643 1,080,119.85 BCC – Naples Recycling Center 499 17,623.45 BCC – Marco Recycling Center 188 6,952.30 BCC – Immokalee Recycling Center
559 46,803.02
BCC – North Collier Recycling Center
74 2,336.90
BCC – Growth Management Online
6,371 1,697,162.00
BCC – Parks and Rec. Parking/Beaches
40,672 334,726.35
BCC – Domestic Animal Services
2,188 108,918.53
COCC – Traffic 13,762 2,749,131.98 Total 250,781 $25,992,217.49
Please refer to Section VI – Merchant Services Proposal.
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R. Miscellaneous Banking Requirements All proposals must acknowledge if the financial institution can comply with each of the following requirements: 1. The Clerk’s Office requires maximum anti-fraud protection on all BOCC, COCC and SOE accounts.
Please indicate account protections and enhancements available to complement positive pay in ensuring that fraud does not impact the Clerk’s bank accounts. Any related pricing should be included on Exhibit A.
Confirmed. All related pricing to our fraud protection services is included in Section III – Pricing
Response.
2. All checks deposited to a BOCC, COCC or SOE account that are returned due to insufficient,
unavailable or uncollected funds shall be re-deposited a second time as a standard procedure, without charge.
Confirmed. SunTrust can automatically re-present return items one time before being returned to
you. Any item that is returned due to funds availability issues (uncollected funds, non-sufficient
funds, etc.) is eligible for re-presentment.
3. The Clerk can establish additional accounts at any time utilizing the same fee structure as agreed
upon during the contract period. Confirmed. 4. All banking supplies will be provided free of charge i.e. deposit tickets, deposit stamps and
deposit bags. All banking supplies shall be provided prior to contract commencement.
Deposit tickets, checks and most other supplies can be ordered directly from your chosen vendor.
SunTrust will provide you with specification sheets for checks and deposit tickets for ordering
these items. You may also have your orders placed through our check vendor, Deluxe
Checkprinters. Supply orders placed through Deluxe are pass-through charges to the client’s
account. SunTrust is offering Collier County a $2,500 credit towards banking supplies.
5. All debit and credit memorandums used to adjust deposit errors on any BOCC, COCC or SOE account will be available online daily, with suitable backup, to the Clerk’s Finance and
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Accounting Department. No debit and credit memoranda required to adjust errors caused by the bank will be charged to the Clerk.
The standard procedure for reporting discrepancies identified by our Items Processing
Department, such as missing or extra checks and encoding or addition errors, is to process an
adjustment for the discrepancy. If a Location Code is in the MICR line of the deposit ticket, the
location code will be included in the adjustment information. The adjustment advice is delivered
to you by mail. The adjustment amount will also be reported in the Balance Reporting service in
Online Treasury Manager the next morning. Your designated representative(s) can be called for
any adjustments, over or under, of $100 or greater.
The standard procedure for cash discrepancies identified after a deposit is accepted for
provisional credit, whether by a cash vault or a branch, is to process an adjustment in the amount
of the discrepancy and report the adjustment to you. The standard delivery method for branch
adjustment advices is by mail.
Cash vaults can provide adjustment advices by email, or automated fax. They can send duplicate
copies to a separate location by email, fax or mail. They can also provide reports on three types
of transactions that processed in the cash vault: Deposit Reports, Deposit Adjustments Reports,
and Change Order Reports, plus a Consolidated Activity Report, which contains all activity types
for all of your locations. Reports can be provided by location and/or by all locations. Cash vault
reports can be made available online and accessed by your authorized users, or can be emailed or
faxed to your designated recipients.
Transaction information is also available the next day through the Balance Reporting service in
Online Treasury Manager. If requested, calls can be placed to your designated representative(s)
on adjustments of $100 or greater.
6. The bank must honor all over the counter checks drawn on any BOCC, COCC or SOE as they are
presented. Prior to refusing payment on any BOCC, COCC or SOE account the financial institution agrees to contact the Clerk’s Finance and Accounting Department.
Confirmed. The bank will use reasonable efforts to attempt to contact the Clerk before refusing
any SunTrust check presented for payment. 7. The bank will treat all BOCC, COCC or SOE checks that are four months or older (from date of
issuance) as stale dated and deem them non-negotiable.
As stated in our SunTrust Rules and Regulations booklet that is provided at the time of account
opening, "The Bank maintains the option to either pay or dishonor any stale dated item, which is
Reconciliation service has a form of stale date control through the escheatment option.
8. The bank will provide Magnetic Ink Character Recognition (MICR) check specifications to the check printer.
Deposit tickets, checks and most other supplies can be ordered directly from your chosen vendor.
SunTrust will provide you with specification sheets for checks and deposit tickets for ordering
these items. You may also have your orders placed through our check vendor, Deluxe
Checkprinters.
9. The bank will annually provide the Clerk’s Office a list of all accounts at the bank using the BOCC,
COCC and SOE’s respective Federal Identification Numbers as part of the Qualified Public Depositor Report filing process.
Confirmed.
10. Please provide the bank’s automated teller machine agreement, including relevant
specifications and requirements, if any, for review.
SunTrust ATM agreements are customized based on the client needs. We will work with Collier
County to develop a thorough understanding of your business needs and tailor the appropriate
solutions, should we be awarded your Banking Services contract.
11. Please include separate pricing for armored courier service to be provided through the bank so that it can be compared to the Clerk’s current arrangement for courier services.
SunTrust partners with Brinks, Inc. to provide Cash Vault services for our clients. Therefore
there would be no transition necessary in deposit delivery.
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S. Disaster Recovery Plan In the event of a disaster the availability of information reporting, wire transfers, ACH and payroll services are critical for the emergency operations of the BOCC, COCC and SOE. Please describe your institution’s disaster recovery plan and how that plan relates to the continuing operation of the BOCC, COCC and the SOE in a disaster situation. Some specifics follow: 1. What is your process of client notification when a disaster situation arises?
As with all large financial organizations, SunTrust’s business continuity plans and procedures are
highly regulated. This means that at any point in time, SunTrust is subject to detailed audits by
the Federal Reserve Bank, Securities and Exchange Commission, established independent third-
parties, and by dedicated internal audit staff on a continuous basis year after year.
The SunTrust Business Continuity program provides for enterprise-wide planning and testing to
enable SunTrust to continue essential operations in the event of a business disruption. Business
continuity addresses both the recovery of business processes as well as the associated technology.
Recovery plans are tested and reviewed for compliance on an annual basis.
SunTrust has a corporate-wide Business Continuity policy that clearly and concisely delineates
the scope, roles and responsibilities. The scope of this document includes business impact
analysis, threat assessment, recovery prioritization, testing, training and employee awareness.
Additionally, Business Continuity standards, procedures and guidelines are documented in
support of the policy to ensure efficient and effective manageability of business continuity efforts.
SunTrust must comply with all applicable laws and regulations, and will continue to take
reasonable and necessary steps to maintain appropriate safeguards to protect against business
disruption.
Our ability to support your company in such cases will vary based on the circumstances. These
exceptions would be assessed on a case-by-case basis and evaluated by the type of request. Your
first point of contact will be your Treasury Sales Officer, who will work with SunTrust Product
Management and Operations to assess how we will be able to assist your company. Your
Treasury Sales Officer will work with you to determine the best approach to minimize service
interruption in case of a disaster within your organization.
2. How quickly does the bank expect to resume normal operations following a disaster?
SunTrust has off-site disaster recovery hot sites. These sites are located throughout the regions
we serve. SunTrust has alternative backup sites that can be used if the primary backup site is
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unavailable. Activation takes place as soon as the need is identified, and sites are activated to
meet the business recovery requirements based on impact. Backup sites can be used until
permanent space is provisioned for normal operations.
3. In the event of an impending emergency the BOCC, COCC and SOE may need to withdraw
certain amounts of cash from their respective accounts. Describe the procedures required for the bank to accommodate transactions of this type. In addition, the Clerk’s Office will require that the bank have available cash amounts of $1,000,000, $100,000 and $25,000, respectively, for the agencies.
In the event of a disaster, SunTrust will use reasonable efforts to provide cash to satisfy the
Clerk’s requirements and to work with the Clerk to ensure that the Clerk can conduct its business,
but SunTrust’s ability to meet these requirements will depend on the nature of the disaster, size of
impact, condition of impacted area, etc. In no event will SunTrust be deemed in breach of
contract for failure to meet these requirements.
If Collier County’s accounts are already set up for cash vault change orders, and the cash needs
arise prior to the 11:00 am cutoff for next day delivery, and no other business rules are exceeded
(dollar limit, number of orders per day limit, etc), Collier County can place the cash orders
through the vault order system as usual. If the cash need exceeds existing business rules (after
cutoff, etc.) then Collier County would need to call their Client Services Specialist (Millie
Garfinkle) and the bank will do their best to complete the order.
Alternatively, the bank can hold specific, pre-funded bags of currency for Collier County at a
cash vault, where the cash is accounted for on the County’s accounting records (i.e., safekeeping),
and made available to Collier County’s armored car for delivery.
4. Your financial institution must accept emergency pay files at times outside the normal bi-weekly
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T. Available Technologies The Clerk desires to leverage technology in order to provide safe and effective banking services for public dollars. The Clerk is interested in the proposer’s solutions regarding technological advances including, but not limited to: 1. Point of service transaction processing Please refer to our Merchant Services Proposal provided in Section VI.
2. Payroll cards
Payroll Card
The Payroll Card solution, provided in cooperation with Skylight® Financial Inc., offers a unique
alternative to traditional direct deposit programs. With this service, your company has the
opportunity to reduce exposure to fraud and liabilities by converting a greater percentage of your
payroll to electronic payments. Although the Payroll Card solution gives your employees
electronic access to payroll funds, it does not require them to maintain a checking account. This
service enables employee funds to be sent by ACH direct deposit to a designated Skylight Debit
Card account instead of into a bank account, with all Debit Card accountholders individually
FDIC insured. Your employees can access payroll deposits immediately through ATM and point-
of-sale locations. Employees choosing to upgrade to the Visa® Debit Card also may make
signature-based and card-not-present transactions worldwide with any merchant that accepts Visa
Debit Card. Furthermore, by offering this payroll alternative along with traditional direct deposit,
your company can benefit from reducing the number of paper checks issued, while increasing
direct deposit participation.
3. Smart Safe technology, or equivalent electronic deposit management
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
Please include all related pricing on Exhibit A “Pricing Proposal Form”. If technologies are not currently available provide estimated availability schedule. Please refer to Section III – Pricing Response for all applicable pricing.
5565 Glenridge Connector NE Atlanta, GA 30342-4756
June 9, 2014
Alina Bec Purchasing Specialist, Collier County Clerk of the Circuit Court Clerk's Administration - 2nd Floor Naples, FL 34112-5324
Dear Alina:
In this proposal, Merchant Services are provided by SunTrust Merchant Services, LLC, an alliance between FDS Holdings, Inc. and SunTrust Bank. We believe that our strategic alliance translates directly to your bottom line in process and service improvements. Our goal is to help the County decrease operating costs, increase revenues, or both.
Based on your request, we have outlined solutions with your specific objectives in mind. As a result, adopting our recommendations will help the County achieve the outcomes you are seeking in contracting with a single provider for all of your banking and processing needs.
We are confident that we can meet your expectations and requirements. We have expertise in solving the challenges you face, industry knowledge working with similar government and municipality clients, and a strong professional staff with a record of success.
Thank you for the opportunity to propose a Merchant Processing Services solution for The County of Collier (the County). We are eager to contribute to the success of your plans.
Sincerely,
Karen Slacter Senior Business Consultant M: 941-448-4670 [email protected]
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TABLE OF CONTENTS
CLARIFICATIONS .................................................................................................................. II
PRICING PROPOSAL FOR THE COUNTY OF COLLIER CLERK OF THE CIRCUIT COURT ........................................................................................................................... 36
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Clarifications
SunTrust Merchant Services is only responding to the Merchant Processing sections of this Request for Proposal. We would like to clarify that the Merchant Processing Agreement and the Bank Agreement are separate agreements. On request, we will provide a sample copy of our Standard Merchant Contract which we request to become the final agreement between SunTrust Merchant Services and Collier County. We are willing to negotiate mutually acceptable terms and conditions.
We would also like to clarify that Payment Card Brand mandated fees and assessments are governed by the Payment Card Brands and are subject to change during the term of the contract.
June 9, 2014 1 Proprietary and Confidential
Executive Summary
The ways your customers buy goods and services are evolving every day. Credit and debit cards continue to rise as consumers’ preferred way to pay, yet they are not ready to give up their checking accounts. Further, they have embraced alternatives such as gift cards and loyalty programs, and they are increasingly seeking online and mobile payment options.
At SunTrust Merchant Services, our experience across the full payments value chain gives us unique insights into the marketplace, allowing us to develop the most innovative and comprehensive solutions merchants need to leverage more value from every transaction.
Our payment processing products are no exception. We maintain strong relationships with all major card brands, plus we have a team of experts constantly monitoring the shifting world of Interchange on your behalf to help keep your rates as low as possible. We also offer prepaid and loyalty programs that help you acquire new customers and retain the ones you have. In addition, we provide attractive purchase and leasing options on our advanced line of terminals and point-of-sale solutions.
Simplify Card Acceptance and Streamline Your Business
Payment Choice
Our integrated processing services empower you to accept any payment type the customer chooses—major credit cards, PIN or signature debit, and checks; as well as gift, loyalty and Electronic Benefits Transfer (EBT) cards.
Integrated Statements
To speed reconciliation, we combine your Visa®, MasterCard®, American Express®, and Discover® transactions on one statement (with just a single rate for Visa®, MasterCard®, and Discover®).
Unparalleled Support
Customer support on a 24x7x365 basis is just the beginning. We help you manage disputes and chargebacks, and through a robust reporting tool, provide the insight you need to effectively manage transaction activity. You will also have access to our online merchant community full of helpful tips, product updates, chat opportunities, and an online store.
Our Payment Processing Products No matter how your customers wish to pay—in person, online, or via their mobile device—we make sure you have the solutions you need, backed by unparalleled support, to ensure you maximize every transaction.
At SunTrust Merchant Services we have the right solution for your business.
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SOLUTION SUNTRUST MERCHANT SERVICES ADVANTAGE
BENEFITS
Credit Acceptance
A single combined statement for Visa®, MasterCard®, American Express®, Discover®, and PIN debit transactions. (One rate for Visa®, MasterCard®, Discover®)
Accept all major card brands online and in-store, realize faster funding on all card types, and attract customers who visit often and spend more
Debit Acceptance
Prompt funding, streamlined reconciliation, and lowest-cost routing of debit, EBT and eWIC transactions through the myriad of processing networks
Minimize fraud, simplify compliance and manage processing costs – all while meeting customer demand for this popular form of payment
Check Acceptance
Check solutions that include authorization, settlement, and collections for payments made in person, online, by phone, eCheck, or by mail
Accept checks or ACH transactions with confidence, process all transactions electronically, reduce labor and bank fees, and leave the collections efforts to us
Security & Compliance
Our TransArmor® product is a multi-layered approach to payment card security, fraud detection/prevention, and PCI compliance that protects your customers’ card data
Keeps payment card data safe while in use, in transit or at rest while significantly reducing the scope and costs associated with PCI compliance
Interchange Management
A team of technical and financial experts is dedicated to monitoring Interchange fluctuations to ensure optimal performance for all clients
Relieves you of interpreting this complex and changing system, and serves as a liaison between the merchant community and the Card Brands
Chargeback Management
Our Web-based archive of all dispute documentation enables you to work more efficiently and better protect your business from chargeback losses
Decreases the chance of human error, speeds turnaround time, and leaves more time to research exceptions that require additional documentation
Resources & Reporting
With tools like Business Track or MerchantInsider.com you will have fast, unlimited access to our online merchant community, as well as a robust Web-based tool to help you better manage your financial well-being
Access helpful tips, review products and purchase supplies; track real-time financial activity, drill down on transactions, create custom reports
Alliance Overview SunTrust Merchant Services, LLC, is a contractual alliance between First Data Merchant Services Corporation (FDMS) and SunTrust Bank (collectively “SunTrust Merchant Services” or “we”). FDMS provides all systems, technology, processing services, and customer support. SunTrust Bank is the sponsoring Card Brand member and provides the clearing and settlement functions on behalf of the alliance.
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First Data Overview First Data Merchant Services (FDMS), a division of First Data Corporation, is a leading provider of payment processing solutions through alliances with financial institutions, merchants, independent sales organizations, and independent agents. Serving over 6.1 million merchant locations, First Data powers electronic payments and solutions through proven technology and relentless ingenuity.
The unparalleled spectrum of product solutions available from First Data focus on speeding the checkout process and letting consumers pay how and when they want. These include credit card processing via merchant transaction processing services; debit card processing through STAR® services; gift cards and other prepaid cards through First Data® Prepaid Services; electronic check warranty and verification through TeleCheck® check acceptance services; payroll cards via Money Network® offerings; and Internet commerce and mobile terminal solutions. Additionally, through the TASQ® Technology services, First Data offers premier one-source solutions for point-of-sale terminal deployment and call centers, as well as supplies for electronic payment processing and data collection.
With a consultative approach, First Data helps financial institutions and merchants of all sizes to build their business by providing sales, product and marketing expertise; world-class customer service; insight into consumer behavior; and unprecedented payment knowledge.
Additional solutions and services include the First Data Gift Card, Internet processing, retail ATM services, EBT processing, host-to-host gateway services, proprietary card authorization network support, payroll card services, age verification/Identity check services, and Internet-based reporting.
Learn more about our solutions and about the ways we can help your business in the pages that follow, or visit firstdata.com or suntrustmerchantservices.com.
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Credit Advantages Improve your cash flow
Increase sales with higher average tickets
Assist with your PCI compliance
Receive automatic, electronic deposits with the capability of next-day funding, secure transactions, and fraud protection to make credit card transactions easier and secure
View and manage all of your transactions with our online reporting solution
Resolve chargebacks using our automated dispute system which often resolves certain chargebacks without any human intervention
Solutions Tailored to Your Business
We help financial institutions and merchants simplify payment processing and improve the customer experience with our broad portfolio of processing solutions and enhanced services. The following solutions and/or services are recommended to best meet the needs outlined in this proposal. Throughout our proposal, we provide greater detail of the proposed solutions. For each opportunity outlined, a brief summary is provided below of the solutions we offer to best fulfill the needs of the County.
Credit Acceptance Overview
First Data has been at the forefront of electronic forms of payment since 1969. Credit card processing is at the core of our business and we safely and accurately processed more than 59.1 billion transactions in 2013. Our processing services enable you to quickly and easily accept credit cards for all major carriers at the point-of-sale (POS), including Visa®, MasterCard®, American Express®, Discover®, Diners Club®, JCB®, STAR®. We can provide Electronic Benefits Transfer (EBT), and have relationships with Fleet Card vendors.
First Data supports all major connection methods to individual locations or a central corporate location via dial, MPLS, and gateway.
First Data professional operations and certified network specialists staff the Network Control Center (NCC) and provide 24x7, multi-tiered, proactive monitoring, and support for the switches and networks.
Advantages
Help improve your cash flow and increase sales with higher average tickets associated with credit cards. We can help you to operate in compliance with Payment Card Industry (PCI) standards and receive automatic, electronic deposits to
With SunTrust Merchant Services, your business will always be ready.
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your account with the capability for next-day funding, secure data transactions, and fraud protection—all features that make credit card transactions easier and secure.
Key Components
Compliance with all applicable card industry standards
Potential for next-day funding
Flexible product and pricing options to best meet your specific needs
Automatic electronic deposits to your merchant account for all payment types
Risk management programs to minimize your exposure to fraud losses
Online reporting to manage all of your transactions
Authorization Network
For authorization switches, First Data proprietary tools are used to provide real-time and historical transaction statistical data, predefined threshold alerts, and connectivity status. All authorization networks use TCP/IP, resulting in low response times. Transaction approvals are usually completed in 1.9 seconds or less.
First Data has one of the best up-time availability of 99.99%. Risk of system failure is minimal due to the fact that geographically-dispersed data centers are operational daily and are interconnected to help ensure that system failure, data center site failure, or WAN failure will not result in an interruption. The authorization system is capable of performing, even at peak periods, with the loss of one data center. Each on-line server (terminal-driving and switching), has a load-balanced redundant server with an identical hardware and software configuration in an alternate data center. Each platform has direct connectivity to each Card Brand.
First Data also offers voice authorizations via a toll-free number. The call center operates 24x7x365. A valid merchant number is required to receive an authorization and calls are monitored for quality assurance.
Debit Acceptance Overview
Linked directly to customer checking accounts, debit cards are one of the fastest growing payment methods today. First Data offers debit processing with signature- or PIN-secured debit cards so customers can access cash, buy goods, pay bills, or use electronic benefits from government assistance programs at the point-of-sale (POS).
Advantages
You will be able to provide customers with a quick and secure way to pay and have the ability to offer cash back with a purchase. For the customer, this means time savings with fewer trips to an ATM. We have a wide range of debit acceptance POS equipment options for you to choose from. First Data owns and operates the STAR® debit network which provides our merchants with a strategic advantage when it comes to processing STAR debit payments.
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Debit Advantages Improve your service by having direct
connections to all debit networks
Speed up your checkout lanes
Eliminate third-party fees
Increase sales with higher average tickets
Assist with your card industry standards compliance including the latest PCI PIN Entry Device (PED) requirements
Receive dynamic re-routing of debit declines
Handle Time Out Reversals (TOR) through merchant-initiated reversals or matched against our database before approval
Correct duplicate transactions or incorrect charges with our on-line reporting solution
Resolve chargebacks using our automated dispute system which often resolves certain chargebacks without any human intervention
Key Components
Seamless integration into third-party software packages
Compliance with all card industry standards including the latest PCI PIN Entry Device (PED) requirements
Flexible product and pricing options to best meet your specific needs
Automatic electronic deposits to your business account for all payment types
Types
There are three types of debit card transactions—online, off-line, and PIN-less.
Online—An online or PIN-debit transaction occurs when a card is swiped at the point-of-sale and the entry of the customer’s PIN on a PIN pad is required. A signature is not required on the receipt.
The transaction is routed through one of the regional or national networks. Every major regional and national network is used. Funds are automatically debited from the customer’s account and electronically transferred to the merchant’s account.
There is no Interchange or assessment cost; consequently, the merchant would only incur a per-transaction fee and the network fee.
Off-line—Off-line or Signature-debit transactions work just like a credit card at the point-of-sale. The difference for the customer is that the funds are debited from their bank account within two days instead of appearing on a monthly credit card bill.
Interchange is charged in off-line debit so the discount rate would apply.
PIN-less—PIN-less bill payment transaction is processed by STAR® just like a point-of-sale debit purchase and is routed on-line to the cardholder’s financial institution for approval. The debit appears on the customer’s next checking account statement as an ATM/debit card transaction. The billing organization or its payments processor must also authenticate the customer by validating data that the biller has provided to the customer.
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As one of the nation’s largest third-party processors of PIN-debit transactions, First Data processes a majority of all online debit transactions. Competitors and clients alike view First Data as a leader in this segment. First Data actually serves as the processor of debit items for many of our competitors. We complement our position as a debit leader by the fact that we are also able to offer our clients full debit sponsorship, thus “turnkey provider” accurately describes First Data and our ability to service our client base.
First Data has and can offer direct connection to the national/regional networks listed below. STAR, NYCE, and SHAZAM are examples of regional networks; Interlink is an example of national networks.
ACCEL/Interchange®
Alaska Option®
Armed Forces Financial Network (AFFN)
CU24®
Interlink®
Jeannie®
Maestro®
NYCE®
PULSE®
STAR®
SHAZAM®
Check Acceptance
First Data Corporation owns TeleCheck® Services, Inc. (TeleCheck®). TeleCheck offers the increased security, speed, and ease businesses need wherever they accept paper or electronic checks—in person, by phone, mail, or online.
Convert a paper check into an electronic transaction at the point-of-sale (POS)
Provide a secure way for customers to pay by check over the phone
Easily accept ACH payments over the Internet
Remotely deposit checks into your bank account
Terminal and Point-Of-Sale Solutions
Process virtually any payment type with our comprehensive suite of affordable terminals and peripherals. Choose from all-in-one counter top models to wireless solutions; enjoy performance, security, and reliability.
Enjoy ultra-fast processors and built-in printers
Connect via IP and dial up, with optional Wi-Fi
Lease, rent, or purchase terminals
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Capitalize on the growing mobile market. First Data offers solutions for every mobile merchant, including:
VeriFone® PAYware Mobile—Turns a smart-phone into a terminal
First Data® Mobile PaySM—Browser- and App-based point-of-sale (POS) solution for mobile phones
First Data® FD400Ti Wireless Terminal—A wireless, hand-held mobile point-of-sale (POS) device
Security and Compliance
When you partner with SunTrust Merchant Services for your data security, fraud prevention and detection needs, you will get a holistic view of the entire payment system—current and future—as well as security programs that include the most up-to-date protections throughout the payment processing chain.
Encryption and Tokenization Overview The First Data® TransArmor® solution is a combination of encryption and tokenization technology that protects and removes payment card data completely from the merchant environment, so your systems never hold the actual card numbers from the transactions you process. The solution removes the need for merchants to store card data by replacing it with a randomly assigned number, called a token. In doing so, TransArmor minimizes risk by reducing the scope of PCI compliance, shifts the burden of protecting cardholder data from you to First Data, and allows the token to be used for other business and sales functions such as returns, sales reports, and analysis.
This advanced security technology addresses merchant concerns over customer card data protection, card data storage, and the rising cost and complexity of PCI compliance. Using the First Data® TransArmor® solution helps merchants:
Reduce risk associated with the loss of cardholder data
Avoid fines
Prevent the loss of brand equity and trust
Save money on PCI compliance
Eliminate card data from their environments without the loss of business functionality or massive rewrites of applications
Advantages
The TransArmor solution delivers superior levels of security and cost-effectiveness. By combining encryption and tokenization, it provides a "one-two punch" to protect payment card data at every processing stage—in transit, in use, and at rest. You retain access to the token number for business and marketing purposes. And because the TransArmor solution maintains the primary account number (PAN) data in a First Data vault, it reduces the scope and cost of PCI compliance.
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Key Components of the TransArmor® solution include:
Asymmetric public/private key encryption—provides security at the point-of-sale (prior to transmission) and during data transmission to the processor
Tokenization—completely removes sensitive card information from the merchant by replacing the PAN with a randomly assigned token value
Access to data—First Data retains access to the secure data and translates card numbers to randomly assigned token values when needed for customer interactions such as adjustments, retrievals, recurring payments and chargebacks
Preserves a unique customer ID for valuable business processes without the risk of storing cardholder data. Support business analytics and reports, marketing programs, anti-fraud activities, etc. using the token number, without the risk of storing cardholder data.
Warranty—An extra layer of security for merchants. First Data offers a limited warranty that if the token number returned to the merchant is stolen, it cannot be used fraudulently by an unauthorized party.
Hardware-agnostic—can be used with most existing point-of-sale (POS) systems and integrates with VARs and third-party solutions
Simple implementation – deployed through terminal software update
Simplified PCI compliance—significantly reduces the scope and cost of PCI compliance
Can reduce the scope of annual PCI audits by as much as 80%
Can reduce the time PCI compliance requires by as much as 50%
How it Works
The TransArmor® solution uses a combination of technologies, encryption and tokenization: encryption to protect the data in transit, while the tokenization protects the cardholder data at rest and in use.
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As shown in the diagram, First Data enables the encryption of card data for transmission and returning tokens in the place of the primary account number (PAN) for use within your organization.
A credit card number is presented as the form of payment to the County.
The session between the County online systems and the First Data processing switch is encrypted. Card present data is encrypted at the point-of-sale, using an advanced asymmetric public/private key encryption. Card-Not-Present data is encrypted using SSL encryption.
The credit card information is decrypted by First Data and routed to the issuing bank for authorization
The credit card number is tokenized by First Data
When the authorization message is returned, the credit card number is stripped from the County’s return message and the token is inserted in its place thus removing potential PCI risk.
The County receives the token and authorization message and inserts that into the transaction log, etc. The token, not a credit card number, is stored throughout the County’s environment.
For all subsequent transaction activity, e.g., settlement, chargebacks, returns, etc., the County submits the token in lieu of the credit card number to First Data. As part of the solution, the County would send all card transactions to First Data by using the standard message format (published by First Data) to the authorization switch.
Within our data center, the card number is tokenized, and the token is returned to the County with the authorization. Tokenization, in its simplest form, is another way of saying data substitution. It is the act of using a substitute value, or token, which has
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no inherent value in the place of data that does have value. That way, if the system using tokens is compromised, it is the tokens that are taken, not the actual valuable data.
TransArmor works by taking the original data value and generating a token with a random number generator. The mapping between the original data and the token is maintained in a secure database.
The TransArmor-generated token is tied uniquely to a specific PAN. Every time a PAN is seen by the system, the same token is returned. This allows for the token to take the place of the PAN for customer indexing and marketing purposes. The TransArmor® token is structurally identical to the original card data, both in length and characters. The token shares the last four digits as the original card number to allow for receipt printing or display in other applications that rely on the last four digits of the card with no confusion.
Card Number Tokenized Card Number
5647 8377 8388 2299 9483 7266 3928 2299
Because there is no mathematical relationship between the original card number and the token, it is impossible to ever derive the original data from a token, no matter how large a sampling of tokens.
There is usually minimal modification of back-end systems required to take the token. Additionally, we exclude tokens from beginning with a 3, 4, 5, or 6 to ensure that tokens are never confused with cards.
What Others Say
The TransArmor® solution meets the PCI Security Standards Council guidelines for encryption and tokenization, and First Data agrees with their assessment of EMV adding an additional layer of security to those solutions. Below is a testimonial from a current client using the TransArmor solution.
The following video walks you through the TransArmor® solution including: what it is, how it works, and it helps protect businesses from payment security threats. http://www.firstdata.com/demos/transarmor/demo/TransArmor.html
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EMV Enablement Most payment industry experts agree a chip-based standard like Europay, MasterCard®, and Visa® (EMV) is coming to the United States. First Data delivers the resources and education to prepare your business with EMV Enablement solutions.
Benefits for Business
Smart card adoption in the U.S., which is necessary for the implementation of a standard like EMV, requires a thorough understanding of chip-based payment enablement. Merchants should start considering how EMV technology implementation would affect their businesses, and look into options for accepting chip-based credit and debit cards.
Use a single EMV-enabled point-of-sale (POS) terminal for all transactions
Accept contactless and mobile payments using EMV technology
Mitigate fraud risks through EMV conversion
Key Components
Tools to assess what a smart card payment enablement plan would look like for upgrading all consumer-facing POS devices
Comprehensive payments security plan to identify ways you can reduce fraud and data theft risks
Cards with embedded computer chips that interact with an EMV-enabled point-of-sale terminal to validate the card
PCI Compliance Overview The Payment Cardholder Industry Data Security Standard (PCI DSS) was created by Visa®, MasterCard®, American Express®, and the Discover® Network to protect cardholder information and reduce data theft. PCI DSS establishes and enforces security requirements for members, businesses and service providers.
One of the most significant PCI DSS requirements is that you may not store magnetic-stripe data after an authorization is obtained on a credit card. So magnetic stripe data must be purged from your records, and from any system you use, after authorization.
Becoming PCI compliant helps put your mind at ease; you will not have to worry about whether or not your transactions are being handled safely. When you become PCI compliant, you protect your customers from losing valuable card data and safeguard yourself from possible legal issues and certain fines from the credit card companies.
If your business fails to comply with PCI DSS, you risk substantial fines—and even risk losing your ability to process credit card payments.
The Solution
At First Data, we are committed to you and the success of your business. The First Data® PCI Rapid ComplySM solution is an easy-to-use online tool established to assists level 3 and 4 merchants understand, achieve, and maintain PCI DSS
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compliance. The PCI Rapid Comply solution includes a guided, step-by-step Self-Assessment Questionnaire (SAQ) tool help to complete the annual questionnaire with ease, an integrated scanning tool for merchants that are required to pass quarterly scans and comprehensive support available online and via chat, e-mail and phone to ensure your questions get answered.
The information gathered in PCI Rapid Comply is then fed to another First Data product called START (Security Tracking and Reporting Tool). START was created to assist First Data Channels and Acquiring partners to manage their merchant's compliance with PCI DSS. START provides a view into all the outlets that roll up to a corporate, single merchant site, or franchisee hierarchy to determine which level of PCI compliance (1, 2, 3, or 4) requirements the merchant must adhere to.
Additionally, START provides automatic Assessor file feeds that yield up-to-date merchant Assessor compliance status. To assist merchants, Channel and Acquirers have access to START and may pull specific reporting to give insight to the merchant on their compliance with PCI-DSS.
Information and Analytics
Use tools like the robust First Data Web-based Business TrackSM tool to better manage your financial well-being.
Advantages
With our online reporting solution, you have 24x7 access to analyze transaction details for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow.
Key Components
Standardized, Web-based reports that give you access any time to payment processing information
Dashboard view for a snapshot of essential processing information, including the most recently posted and funded transactions and fees
Query builder to construct reports based on selected fields across selected merchant locations
Credit, debit and gift card activity summaries for selected time periods
Dispute reporting to help you manage chargeback and retrieval expenses
ClientLine® Online Reporting
Your future success requires that you have the business insight today to make informed business decisions tomorrow.
To help enable this success, let us introduce you to ClientLine® online reporting—a robust reporting tool that can help improve your operation by delivering useful knowledge and greater insight into your business. It’s an easy to use, business-
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friendly resource that helps you answer your largest—and sometimes your smallest—financial and processing questions.
It is just what you would expect from a service developed by a leader in the financial processing industry. All you need to get started is your computer and Internet access.
Make Informed Business Decisions
You can select from a multitude of reports that can help build a picture of what is important to you and your business. It is updated daily, bringing you information that is timely and applicable. You will see all recent transactions, adjustments, bank deposits and more on a single screen. You can also access details about fulfilled, unfulfilled and expired retrievals, plus chargebacks.
Select Your Reports, Set Your Schedule
The ClientLine online reporting tool lets you choose from more than 150 different types of reports. You can set up a schedule—daily, weekly, monthly, quarterly or annually—for generating the reports you want or simply call them up on demand. Your specific information is securely archived, so you can access historical information from last month, or the past year. Sales swings—up or down—become more evident, allowing you to make changes when required, improving your efficiency.
Create Groups of Stores, Identify Trends
You can easily combine related stores into unique groups to pull important information to help you better manage your business. This gives you maximum flexibility in looking at the performance of a single store, or any group of stores. You can quickly identify trends in sales and performance and take appropriate action. At your discretion, a store can be a part of more than one group at a time, making it possible for you to compare and evaluate different performance criteria.
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Analyze Opportunities, Manage Your Locations
The ability to identify and correct locations that have higher than normal processing costs can add considerably to your bottom line. The ClientLine online reporting tool lets you look at details of a specific clearing plan, identify the locations that contribute to higher costs and pinpoint the causes. You can see the information at a corporate level summary, then continue to drill down into individual locations. Once you understand the situation, you can take steps to fix it.
Merchant Statements and Invoices
SunTrust Merchant Services will provide individual merchant invoices to the Clerk’s Office monthly for all merchant charges, as well as provide daily and monthly settlement statements separate from its invoices for merchant charges.
Settlement statements and merchant charges are available online.
Reconcile Your Account, Research Funding Details
In addition to reconciling your bank deposits and batches for virtually all your electronic payment options, the ClientLine online reporting tool lets you research transactions by cardholder number, review sales volume by type of card and more. Plus, you can also easily review any transactions rejected by processing error. Funding questions are quickly addressed through drill downs into a single funding event, allowing you to view chargebacks, adjustments, fees and batch detail.
Improve Your Efficiency, Increase Your Profitability
Electronic transactions have changed how you do business. With the ClientLine online reporting tool, you can now manage those transactions with an easy to use, business-friendly online reporting tool. The ClientLine online reporting tool brings new insight, knowledge and better decision-making within your reach.
Cost-control related scheduled reports could keep you up to speed and improve your cash flow. Information is the key to making great business decisions.
Dispute ManagerSM Solution
The Dispute ManagerSM service is a highly secure Web-enabled front-end interface to help merchants and/or clients effectively manage sales disputes (chargebacks and retrievals) with greater efficiency in a real-time environment. First Data Product Management, along with First Data Systems and Operations support, created this Web-based tool to help merchants simplify backoffice processes and expedite response time on retrieval requests. The improved response time can result in
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reduced non-response chargebacks. The Dispute Manager service can also provide data and information to merchants to help them gain control of their sales dispute expense management.
Dispute Manager is easy for merchants/clients to use and provides the following key features:
Electronic delivery method ensures chargebacks and retrievals are not “lost” via the mail or fax
Sends merchants confirmation and acknowledgement that response has been received
Alerts merchants if all required documentation has not been submitted (can reduce chargebacks for non-response)
Provides work queues of all outstanding chargebacks and retrievals in need of a response
Provides the ability to query or sort chargeback or retrieval requests online for prioritization and management of disputes (by cardholder, sale amount, etc.)
Offers imaged cardholder, bank, and other supporting documentation, as well as provides the merchant the ability to scan in documentation to support fulfillment
Provides the ability to manipulate images, e.g., magnify, rotate, flip, scroll, for optimal viewing capability
Assists merchant in navigation within the Dispute Manager program and provides educational information that can be updated with new release information through Online Help
Customer Service and Support
We have in place a world-class highly skilled team of experts who are specifically responsible for ensuring your success and satisfaction with our processing services. We have positioned ourselves to strategically align with the needs of our customers to simplify and improve their experiences. Our customer service teams are payment experts and are focused on the customer experience by measuring your customer’s voice through first call resolution and other continuously monitored and analyzed performance measures.
Your Relationship Management team will consist of the following full-time employees. Names and Contact information for these assignments will be made available to the County later in the selection process.
A brief description of their duties and functions follows:
Relationship Management Team
Functional Responsibilities
Relationship Manager (RM) Karen Slacter
Your RM is responsible for:
Managing the successful overall County relationship
Functioning as your consultant and trusted advisor,
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M: 941-448-4670 responsible for retention of and your satisfaction with our relationship. They perform the strategic and business support functions for First Data, facilitating contact between various levels and functions of our organization.
Providing face-to-face and virtual business reviews at your convenience tailored to showcase the County’s actual processing results. This will include, at a minimum, a comprehensive financial review, Interchange qualification analysis and quantifiable recommendations, industry and Card Brand compliance updates, best practices discussions, and a product and service overview.
Service Executive (SE)
Your SE is responsible for:
Facilitating communication and delivery processes to the County as it relates to Card Brand releases, regulatory changes, product/platform upgrades, fee revisions, and system enhancements.
Ensuring optimum processing integrity through regular comprehensive systemic audits on the County portfolios. Consistently analyzing and monitoring the County’s processing environment to identify and implement strategies for operational efficiency and cost savings.
Managing the overall incidence response process between the County and First Data. This includes monitoring and consolidating service level requirements to ensure compliance with the County’s Service Level Agreements (SLAs). Communicating these SLA performance levels to the County.
Functioning as the overall Project Manager for Internal Strategic and the County-specific projects and initiatives
Assisting the training process as it relates to platform applications, Card Brand releases, and product functionality
Client Service Analyst
Your Analyst is responsible for:
Managing day-to-day client needs
Working and researching inquiries
Focusing on client satisfaction at the transactional level
Being an expert at using First Data systems
Demonstrating product level expertise
Partnering with SE/RM on strategic issues
Identifying transactional impact trends
Implementation Your Implementation Coordinator is responsible for:
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Coordinator Working with you to coordinate and schedule your conversion
Working in parallel with your assigned National Relationship Management team to ensure 100% of the project requirements are completed to meet your expectations. Once implementation is complete, the National Relationship Management team assumes full responsibility for the relationship with the County.
The Relationship Management team has additional resources available to assist with the various needs of the operational divisions of the County. Some of the areas who provide resources, as needed, are: Product Development, Front-end Authorization Network, Telecom, Network Planning/Engineering, Activations and Conversions, Settlement, Interchange, Compliance, Retrievals and Chargebacks. In addition, First Data provides the following support:
Support Teams Functional Responsibilities
Help Desk Our Customer Services Help Desk will be your first line of contact for your member locations. Toll-free numbers allow us to accurately and efficiently route calls through an automated calling dialer (ACD) to Customer Services and Help Desk representatives trained to professionally answer questions pertaining to your specific industry or account. Our client services and terminal Help Desk are staffed 24x7x365 with knowledgeable and experienced personnel. We strive for first call resolution on every call. In the event an issue is not resolved on the first merchant contact, most research and resolution is completed within 72 hours with the highest priority issues impacting operations being assigned resources first. Our customer service team is focused on the customer experience by measuring your customer’s voice through first call resolution and other continuously monitored and analyzed performance measures.
Technical Help Desk
Our Technical Help Desk is truly interactive, operating 24x7x365. Representatives have online, real-time access to the transaction database as transactions are processed. In addition, they have access to merchant and terminal profiles that contain the information necessary to provide technical assistance. First Data can also be the first/front line contact point for many point-of-sale (POS) partners. If the problem is determined to be external to First Data, our representatives route the caller to the next level or outside contact.
Call Centers We support primary call centers in Omaha, NE; Hagerstown, MD; and Corpus Christi, TX. In addition, we have secondary Call Centers in Memphis, TN; and Chicago, IL; which support specific functions and call types. Some functions are outsourced as needed.
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Additional Solutions to Help Your Business
Online Payment Processing Solutions
With each transaction, digital commerce is transforming the marketplace. Every day, merchants encounter opportunities and competition on an increasingly global scale. Although your customers may be down the street or on the other side of the globe, the demand for fast, safe, and flexible payment options is universal. We bring more experience in payment processing and one of the industry’s broadest portfolios of eCommerce/card-not-present (CNP) products to help you optimize existing processes, grow into new payment channels, and better integrate payment across multiple channels.
The First Data Global Gateway e4SM Overview A simple, reliable and secure payment gateway solution that meets your online payment acceptance needs today and your growth plans for tomorrow.
The First Data Global Gateway e4SM acts as a messenger to quickly and securely pass payment information between the consumer, the merchant, the bank acquirer and the consumer’s bank to authorize and settle and fund all your card-not-present business. Global Gateway e4 takes the complexity out of processing your eCommerce payments.
Interface Options
Real-time Payment Manager (RPM)
Secure, Web-based system enables your Internet connected computer to process individual or batch transactions, pull reports, and administer options that fit your business needs.
Works as base gateway entry point no matter what interface option is used
Backoffice Web product to easily look-up transaction activity, service customers, and reconcile your online store
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Functionality includes detailed reporting, transaction dashboard, virtual point-of-sale terminal, transaction history search, user administration, and more
Multi-location Administration and Reporting
Batch Upload capability directly from a PC or network drive
Hosted Checkout—Quickly and easily add payment processing to your Web site with hosted customizable and secure checkout pages to collect sensitive billing information.
Payment processing is completely hosted by First Data and facilitates PCI DSS compliance.
Reduce Interchange fees with support through purchase card level III detail.
Rapidly integrate payment processing into your Web site.
Web Service API—Allows merchant and/or third-party applications to process transactions through the gateway via a secure SSL encrypted session
Service to connect the gateway directly with your Web application for a seamless customer experience.
Enables a range of processing scenarios for flexibility in implementing custom business logic.
Helps you gain platform independence; offers ease of integration and transaction security.
Mobile Commerce Solutions
First Data Mobile Commerce Solutions help your business meet the growing demand of the mobile and social media revolution by offering choice, convenience, and security to your customers.
Advantages
When it comes to differentiating your business, mobile payment solutions can give you the edge over your competitors. We are in an age of Universal Commerce, where in-store commerce, eCommerce, and mobile commerce converge to provide consumers with an integrated buying experience that is personalized, secure, and all available through their smart phones.
Smart devices connect consumers anywhere, anytime to the things they need and want with their mobile device
Our enabling infrastructure is open, scalable and secure to create a timely consistent experience with mobile processing
Integrated applications deliver a seamless experience across channels and functions for mobile commerce
Actionable intelligence provides valuable data to drive new levels of targeting, personalization and measurement through mobile wallets
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Our partner ecosystem is an innovative collaboration to satisfy consumer expectations
Mobile Payments First Data is a leader in the mobile payment revolution with payment solutions and security to help drive ROI and enable your customers to conveniently pay using their mobile devices.
Benefits for Business
Tech savvy consumers are looking to maximize the capabilities of their advanced mobile device to make everyday tasks, including payments, more convenient. Smart phones can do everything from credit and debit card-based mobile payments to loyalty programs and coupons. With the help of First DataSM SourceConnectSM TSM Solution and First Data uCommerceSM Solutions, you can turn an NFC enabled mobile device into a secure wallet.
Key Components
“Wave and go” mobile credit card processing
First Data uCommerce Solutions that seamlessly integrate mobile wallet applications with an extensive suite of marketing and loyalty solutions
First Data PayEdgeSM Solution that offers merchants a cloud-based mobile payment solution which is ACH-based and facilitates secure, low-cost payments for merchants
Loyalty card information stored on customers' phones that helps you build new, targeted, and effective loyalty initiatives
Direct promotions sent to consumers on the same mobile device they use to activate accounts and make payment method decisions
Wireless & Mobile Terminal Solutions
Leverage mobile point-of-sale (POS) capabilities to provide your customers with the convenience they demand, protected by the industry-leading security technology you expect from First Data.
Benefits for Business
First Data mobile POS solutions help you meet the growing demand of the mobile and social media revolution. Our mobile commerce solutions enable you to attract tech savvy customers, who are ready to use their mobile devices including iPhone® and Android® devices for secure transactions:
Offer safe payment options with wireless POS
Conduct business on the go with wireless terminals
Accept payments with your smart phone or tablet
Redeem paperless coupons and loyalty offers
Attract new customers with leading technology
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Key Components
The First Data™ FD400GT—a wireless, portable terminal for merchants who need to accept payments on the road
Fast, safe payment processing using your smart phone or tablet with the First Data Mobile Pay™, Pogo™ or VeriFone® PAYware Mobile solution
The latest in contactless payment options that enable payments with the simple swipe, wave or tap of a card or mobile device
Paperless offers via smart phones for in-store redemption – and valuable data to analyze marketing impact
Loyalty card information stored on consumers’ smart phones to increase retention and build better targeted loyalty programs
Why SunTrust?
We Go Beyond For Our Merchants Broadest Product Portfolio
Eleven product suites—allows you to process payments for your customers—anyhow, anywhere and anytime they desire
Easy To Do Business With
Access to MerchantInsider.com where you can take advantage of discounted terminal supplies, 24x7 service and support, PCI compliance and fraud prevention tools and cost reduction tips
One consolidated statement to simplify your transactions with all processors and payment transactions helping to make you more efficient
Operational Excellence
Access to online tools like ClientLine® reporting where you can view all your recent transactions, adjustments, bank deposits, and more on a single screen
Your credit and debit card funding can be in your business checking account as soon as the next business day, which can help improve your cash flow
New Product Innovation
SunTrust keeps your transactions and your reputation safe and secure with advanced security solutions like TransArmor®
Drive Business Success
We can grow with you—SunTrust supports merchants of all types and sizes—from the world’s largest service providers to the merchant around the corner
We have a dedicated team of industry experts who partner with your local bank branch to ensure you have a comprehensive set of product solutions to help you grow your business
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We Go Beyond to Help You Succeed Increased revenue. Satisfied customers. Lower overhead.
At SunTrust Merchant Services, no matter how you define business success, we can help you achieve it. In today’s ever-changing marketplace, we offer businesses like yours payment processing solutions that not only meet your needs, they go beyond them.
We have an extensive portfolio of innovative products designed to help you get more value from every transaction. Choose from solutions like gift cards that introduce new customers to your business and keep them coming back, to TeleCheck® that leverages the nation’s most complete database of check-writer history to help guarantee the checks you accept will be funded. Whatever your needs, we can tailor the right solution to help your business succeed in ways you never imagined.
With more than 40 years of expertise, we help more than five million businesses better serve their customers, and achieve their business goals through our Merchant Services programs.
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Merchant Services Questions
1. Please describe the manner in which you charge service or convenience fees back to cardholders. In how many internal business units do you charge a fee to cardholders for paying by card?
Convenience fees are charged to cardholders in three separate instances:
Growth Management – Online – handled by third party (Magicwrighter)
Clerk of Courts – Traffic – handled by third party (Vantiv)
Park and Recreation – Online event payments – handled by third party (Active)
First Data does not currently support a convenience fee model, however we do work with several third-party vendors in attempt to provide that service. Once we have a clear understanding of the convenience fee model in which the County would like to implement, we can speak more specifically to how, or if, we can assist.
2. Do you use a 3rd party company to charge these fees? If so, please name the 3rd party provider.
In order to support a convenience fee model, we will need a third-party VAR to agree to be the merchant of record to handle the convenience fee and pay the merchant fee for the county. This would require the agreement of all parties, and would also require the third-party VAR to assume all risk associated with the merchant processing agreement.
3. If you use a 3rd party provider for charging fees to cardholders, do they provide the merchant account? If no, and you provide the accounts, please name the gateway they use to connect to access your merchant accounts.
In the case of Magicwrighter, Vantiv and Active the merchant account is provided by the third party.
Yes. We would require the third-party VAR to serve as the merchant of record. First Data has worked with Kinsail and Tempus in the past to support a convenience fee model, assuming those third-party VARs are willing to assume the risk and serve as the merchant of record for your desired convenience fee model.
4. Does your current merchant processor provide the ability to bill cardholders for processing fees?
We currently utilize various merchant processors, as noted above they have the ability to charge the cardholder. Two other processors are used, Collector Solutions Incorporated and Ascent Aviation. These two processors do not currently bill the cardholders on transactions as the County pays the fees.
First Data does not have the ability to hold funds. If the County requires that we do not charge the County directly for merchant services, there needs to be a process in place to pay for the processing fees by making the VAR the “merchant of
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record”. The VAR would then be responsible for all of the processing fees along with all risk associated with the merchant processing services.
5. If Card Present transactions are accepted, what equipment, such as terminals or Point of Sale (POS) solution is currently used? If POS, please name software and version number. There may be multiple POS software types throughout the hospital for card payment acceptance. Please list all (example: there may be a POS in the cafeteria, a different one in the gift shop, and, another type used in the back office.)
Utilities Card Present transactions (Water and Sewer locations and Solid Waste locations) use 14 two year old Hypercom terminals via dial up. Parks and recreation receives over the counter events fees via 9 Parkeon Strada terminals using Cardease 2.0 and Monetra 7.0. Parks and recreation also uses 4 mobile Bluetooth enabled Ingenico IW 250 card readers to process beach parking fees, communication is via dial up. The airports (Marco, Everglades and Marco) run card present transactions through Verifone Omni Vx570 machines via dial up, one at each location. Domestic Animal Services uses two Omni 3730 readers.
The County will have the ability to select your point-of-sale equipment from our list of certified vendors. If the County’s current equipment is compliant and certified to First Data, then the County will have the ability to continue processing on current equipment.
First Data is integrated into many third-party payment processing solutions serving the healthcare and utility industry. By offering this variety of First Data tested and certified payment processing solutions, we enable the County to choose the ideal solution that is most suitable for their business needs.
Please refer to our Integrated Payment Solutions Certified Listing at:
If alternative point-of-sale equipment is required of the County, First Data offers an entire suite of point-of-sale (POS) terminals.
First Data Line of Terminals
FD100Ti Terminal—Great for small- to mid-sized merchants who need full-service processing and an affordably priced terminal that can grow with their needs. Terminal and high-speed printer in one.
FD130 Terminal—An affordable terminal solution that combines performance, reliability and ease of use in a compact, feature-rich device. In addition, the FD130 enables merchant to accept transactions when a customer presents you with an Europay, MasterCard® and Visa® (EMV) card; that is, a card embedded with a special chip that adds an important layer of security. If you choose to connect via your existing broadband Internet service, our Datawire Secure Transport solution provides speed and security, and may even save merchants money over other options (optional dial backup;
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analog phone line required). If merchant prefers, they may connect via Wi-Fi.
FD200Ti Terminal—Ideal for merchants that process a large volume of checks, in addition to accepting all other payment options. Terminal, check reader and printer in one.
FD300Ti Terminal—Perfect for operations that need to keep track of sales for separate businesses (as many as 99) that are housed at the same location. Each business owner receives an individualized statement. Terminal and printer in one.
FD400GT Terminal—Designed especially for merchants who accept payments on the road, those without phone lines and electrical outlets, and those paying higher rates when accepting credit cards manually or by phone. Terminal, PIN pad and printer in one.
The First Data FD400GT terminal also positions merchants for the arrival of EMV and ability to accept contactless transactions.
The first ever true wireless terminal downloads in the industry through either the AT&T GPRS or Sprint CDMA wireless networks. Complete diagnostic application simplifies support and installation.
FD410 Wireless Terminal—is a wireless, hand-held point-of-sale (POS) system with a full range of payment options. Merchants can easily use this terminal remotely to provide customers with the convenience of a full range of payment options. You will have access to wireless downloads wherever your business takes you, and with the touch-screen interface, it is an easy product to train employees to use. This terminal enables you to receive the full range of solutions for payment processing, including credit, debit, gift cards, personal paper checks and EBT, all from a single provider. Plus, with the “store-and-forward” capability, you can ensure card-present rates when there is no signal at the time of the transaction.
The terminal helps you prepare for the coming changes in security guidelines that will require the acceptance of EMV (also known as chip-and-PIN) transactions.
FD35 PIN Pad—Customers can insert their chip card into the EMV chip card reader, tap their contactless card, or swipe a traditional card through the magnetic card reader—all without relinquishing control of their card. This comprehensive device accepts PIN and signature debit cards, all major credit cards, gift and EBT cards, and STAR® network transactions.
In addition, the FD35 enables mobile phone payments that help merchants drive loyalty and repeat business by generating and redeeming special offers.
First Data Mobile PAYTM—Plugs into the audio jack of your smart phone, enabling you to securely swipe your customer’s credit card (browser-based version also available).
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*The First Data® TransArmor® solution is available with the First Data proprietary terminal line.
We also provide a variety of point-of-sale (POS) peripherals, such as PIN pads and contactless readers. We will work with the County to determine which product(s) best meets your needs. A cost for leasing, renting, or purchasing can be provided once we know the product selected and numbers needed.
6. If Mail/Phone, do you process transactions via credit card terminal, POS or software, or virtual terminal? Please name any software and version number used.
The only card payments taken over the phone are in connection with the Utilities Interactive Voice Response (IVR) payment method via the third party provider Collector Solutions Incorporated. There are no payments on credit cards via the mail.
Card-not-present transactions are supported through the numerous vendor relationships we have developed on our processing platforms. Terminals, Software, and Virtual Terminals are all processing options available through our extensive certified vendor list.
First Data has the ability to support a fully-integrated electronic payment solution for billers which facilitates payments from the Internet, automated voice systems (IVR/VRU), call centers, kiosks, recurring billing programs, as well as merchant operations. We provide flexible, secure, and scalable electronic bill payment solutions for many forms of electronic payments including credit, debit, e-check, and PINless debit bill payment. Using a transaction processing architecture that allows for custom solutions tailored to our merchants business needs, we fully support all compliance regulations related to IVR/VRU payments.
The Global Gateway e4SM (GGe4SM) payment gateway provides easy access through simplified integration to enable merchants requiring a processor for card-not-present (CNP) transactions. The GGe4 solution offers the flexibility to access the payment gateway through multiple entry points, allowing merchants to safely and securely authorize and settle all types of eCommerce payment transactions including debit, credit, and alternative payments. With retail swipe capabilities, multi-channel merchants can manage their business through a single solution. The gateway also simplifies business operations through advanced administration capabilities and reporting access to allow merchants to accurately monitor and track all payment-related activity associated with their business. A few of these benefits include:
A simplified integration and extensive product support options
Multiple interface options for merchant flexibility
Advanced reporting for multi-merchant processing
Extensive set of payment functionality to meet merchant needs
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7. Do you process transactions via the Internet? If yes, please name any shopping cart and gateway used. How do you collect ACH fees via the internet?
Yes, Utilities processes online water and sewer payments via a third party provider (Collector Solutions Incorporated); the Clerk’s Agency processes online payments via Vantiv; parks and recreation processes online payments via a third party (Active) and Growth Management processes online payments via a third party provider (Magicwrighter). With Active, Collector Solutions Incorporated and Magicwrighter the collected amounts are posted to a third party merchant account and automatically deposited at our current bank.
Yes, SunTrust Merchant Services is able to process eCommerce transactions, both through our extensive list of certified gateway providers, along with the First Data proprietary Global Gateway e4SM Solution.
The First Data Global Gateway e4SM Solution
A simple, reliable, and secure payment gateway solution that meets your online payment acceptance needs today and your growth plans for tomorrow.
The First Data Global Gateway e4SM Solution acts as a messenger to quickly and securely pass payment information between the consumer, the merchant, the bank acquirer, and the consumer’s bank to authorize, settle, and fund all your card-not-present business.
The Global Gateway e4 Solution takes the complexity out of processing your eCommerce payments.
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Real-time Payment Manager (RPM)
The Real-time Payment Manager works as a base access point for the gateway solution, no matter what interface option is used. The backoffice Web product allows you to easily look-up transaction activity, service your consumers and reconcile your online store. Functionality includes detailed reporting, transaction dashboard, online virtual point-of-sale terminal, transaction history search, user administration, and more.
Hosted Checkout Interface
The Hosted Checkout Payment processing is completely hosted by First Data and facilitates payment card industry data security standards (PCI DSS) compliance and reduces Interchange fees with support through purchase card level III detail. This interface option allows you to rapidly integrate payment processing into your Web site.
Web Service API Service
The Web Service API Service allows you to connect the First Data gateway directly with your Web application for a seamless customer experience. It enables a range of processing scenarios for flexibility in implementing custom business logic. The API Service helps you gain platform independence, offers ease of integration, and transaction security.
For a full demo of the Real-Time Payment Manager interface, please access the below hyperlink:
The Global Gateway e4SM solution supports the majority of leading shopping carts in the market place. First Data provides an eCommerce shopping cart directory, which lists the solutions that have been integrated and validated to work with the Global Gateway e4SM solution (GGe4SM) along with a link to the shopping cart’s Web site and a product summary. The directory also includes a listing of developer partners that write integrations for our eCommerce group. The directory can be accessed at the following URL:
The GGe4 Knowledge Base includes the supported shopping carts along with detailed instructions connecting the carts to the gateway. The Knowledge Base can be accessed at www.firstdata.com/globalgatewaye4.
If you have a specific shopping cart that you would like to see integrated or if you have a contact at a shopping cart provider that can help us with our quest to add more supported carts, our gateway solution team would be happy to discuss next steps in completing additional integrations.
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8. How many merchant accounts do you currently utilize?
We utilize 21 merchant accounts for the BCC agency and 1 for the Clerk’s agency.
First Data serves more than 6.1 million merchant locations. We are fully staffed to support the County’s merchant processing needs.
9. Please describe your current reconciliation process for merchant accounts. Do you require any raw data files? Does your current provider offer an online reporting portal and if so, do you use it.
The various merchant processors provide daily details of transactions posted to our bank account. Reconcilement is mainly an issue of aligning clearing schedules and cutoffs. Various processors do provide an online portal and we are using them for reconcilement.
Electronic invoices can be viewed and downloaded using our ClientLine® online reporting tool. Monthly paper invoices are also provided. Statements for authorization fees are generated and mailed on, or about, the tenth of each month.
You can customize and configure transaction data available online based upon your own unique business calendar via the ClientLine online reporting tool. This system allows all data collected on your behalf to match and mirror your established systems and provide for easier reconciliation.
The ClientLine® online reporting tool offers summary reports using any date range within a 25-month history for reporting calendar, fiscal, or accounting months. Reporting includes funding, rate analysis, downgrades, adjustments, chargebacks, retrievals, card-type summaries, and debit network categories with several variations in each category for reporting needs. Detailed transaction report information is available for the 13 months the detail is retained.
First Data Alerts
First Data provides a full menu of reconciliation and dispute alerts, with convenient options for setting thresholds that match your business needs.
Alert Notifications are a user-friendly, quick way for the County to stay informed without having to log in and spend time sifting through various reports for key information.
Fast and easy enrollment process
Variety of alert types to choose from
Text OR e-mail delivery method available
Reconciliation Alerts
Prior Day’s Funding
No Funding Activity for Prior Day
Prior Day’s Submitted Transactions
No Transactions Submitted for Prior Day
Adjustments
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Dispute Alerts & Threshold Options
New Chargeback Case
New Retrieval Case
Chargeback Volume:
Receive a notification when your chargebacks reach the number you specify
Chargeback Dollar Amount:
Receive a notification when your chargebacks reach a dollar volume you specify
Reversal Request Denial
Chargeback Case Expiration:
Set the number of days in advance of the due date to receive a notification
Retrieval Case Expiration
Set the number of days in advance of the due date to receive a notification
While SunTrust Merchant Services does not require raw data files, the County will be provided with full and secure access to our Data File ManagerSM solution. The ClientLine® online reporting suite of services allows for various reporting formats that can be easily incorporated into back office reconciling tools.
10. How do you manager PCI compliance? In house? 3rd Party?
PCI compliance is maintained by third party vendors in all cases.
The County’s Relationship Manager will work with First Data’s Channel Compliance representative on issues related to credit and debit Payment Card Industry-Data Security Standards (PCI-DSS) the County obligations. This includes:
Notification of the County’s PCI level (based on previous year transaction counts)
Notification of the County’s PCI compliance obligation (since each level may require difference validation steps)
Tracking the County’s compliance through automatic feeds from the County’s assessor
Conducting conference calls with the County, if requested and desired.
Explaining PCI-DSS and PA-DSS compliance requirements, if requested or desired by the County
As required, escalating or advocating on the County’s behalf for matters that should be discussed or addressed with the PCI Council (Visa®, MasterCard®, etc.)
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If requested, attending joint conference calls with the County, their Assessor, and if needed, a Visa® or MasterCard® representative
Monthly and quarterly reporting to VISA®, MasterCard®, and Discover® to help avoid non-compliance fines
Other interventions as requested to help the County work towards their compliance obligation
To assist Channel Compliance with these efforts or any items that require escalation, First Data supports a dedicated PCI Compliance team within its Enterprise, Security, Risk, and Compliance (ESRC) organization.
11. Does your current provider offer a dedicated Relationship Manager as a single point of contact for account management duties?
Again, we have various merchant processors. The solution supported as part of our current banking services contract (Vantiv) provides a dedicated Relationship Manager who is a single point of contact. The other processing solutions deal directly with County Departments and, historically, information regarding account management is provided timely.
The County benefits from having one Relationship Manager designated to use as your overall point-of-contact. We have positioned our teams to strategically align with the needs of our customers in order to simplify and improve their experiences. With a significant history of managing large, complex relationships, First Data has been asked for and found that a single point of contact improves the overall performance of the partnership.
Our Relationship Managers are trained and responsible for managing multi-solution clients, and are selected and assigned based on the most appropriate fit for your needs. Regardless of the issue, the County can have confidence that you can place one call to one individual and it will be handled with the high level of service that you expect and deserve.
12. Are there any "pain points" regarding card processing that your current provider cannot resolve?
Current “pain points” are minimal; however, in the future, a uniform solution would ease the overall complexity.
We offer complete, turnkey card present, and card-not-present payment authorization and settlement solutions for credit, debit, check (electronic conversion, verification, and warranty), electronic benefit transfer (EBT), gift cards, private label cards, loyalty card, and payroll card programs. We can offer any electronic tender. Furthermore, we are a single source, a one-stop shop. We provide core processing services in house occasionally using certified and approved third-party suppliers for plastic inventory and storage, as well as some software development, Help Desk, and call center functionality. If outsourced, we are still responsible for the performance of that service.
Value-added services include implementation/project management, chargeback and retrieval administration, reconciliation and reporting, risk management, information
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management, and call center and customer service support. Again, we are all company-owned and operated—a single source.
We believe that delivering on commitments is the foundation of a successful relationship. First Data is committed to the following:
Ensuring the County a leadership voice in driving new products and creating market trends
Using our market position to open new markets for the County to capitalize on high growth opportunities
Exploring ways to enhance service delivery.
Pursuing continuous integration of our platforms to drive down costs
Through developing continuous enhancements, providing daily operational excellence, and managing one of the most secure and reliable organizations in the world, we help our clients build stronger, more profitable customer relationships and we look forward to doing so with the County and your customers.
Leveraging the breadth and depth of First Data, the possibilities are endless as the County evaluates new markets and implements innovative products. Our strong capital position ensures that we continue to make investments in the business, which in turn ensures a positive return on the County’s investment with First Data.
13. Do you receive next day funding of your credit card receivables and if so, what is the cutoff time to receive funds next day?
For Visa/MC and Discovery funding is generally next day, except in the case of the Parks and Recreation Department’s Active merchant processing where there is a 3 to 5 day clearing. Generally, for the bulk of processing the Utilities Web and interactive voice response (IVR) cutoff is 12:00 AM and the over the counter transactions are 5:00 PM.
SunTrust Merchant Services currently offers next business day funding for Visa®, MasterCard® and Discover® transactions. By using SunTrust Bank, and SunTrust Merchant Services, your funds will typically be available the next business day, as long as the batch is submitted to SunTrust Merchant Services for processing by 2 a.m. ET. Funding for Fridays, Saturdays and Sundays would be funded on Mondays. Please keep in mind that bank holidays may delay funding.
Our merchants can see their deposits’ availability online. This solution can provide the added benefit of same-day cash management, increased financial leverage and investment capabilities. All funding amounts are calculated as sales, less returns, chargebacks, rejects and adjustments. We will calculate and collect all discount and fees due on a daily basis. Provided your settlement account is with SunTrust Bank, NA, SunTrust Merchant Services, L.L.C. funding will initiate as outlined:
Batch Submission by
2 AM ET. Funding Available
Monday Tuesday
Tuesday Wednesday
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Wednesday Thursday
Thursday Friday
Friday Monday
Saturday Monday
Sunday Monday
Funding assuming no bank holidays. Typical bank holidays are listed
below.
New Years Day, Martin Luther King Jr. Day ,Presidents Day, Memorial Day, Independence Day, Labor Day Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day
Settlement account information can be tied to individual merchant account numbers or to groups of merchant accounts depending on the set up of the hierarchy for the County.
Merchants that have banking relationships with banks other than SunTrust would typically receive funding in two business days.
14. How do you receive notification of chargebacks today? How do you respond to chargebacks?
For online payments and IVR chargeback notification is via e-mail. Over the counter chargebacks is part of the ACH positive pay validation process. We respond by reversing the payment and sending a letter to the customer.
First Data uses an internal process known as the Integrated Dispute System (IDS) to provide the most accurate and efficient chargeback processing in the industry. There is a 100% review of chargebacks by a proprietary expert business rule-based system (over 100 timeframe and rule edits, by reason code) that encompasses all pertinent Visa® and MasterCard® rules. In addition, electronic file handling of case images and data speeds resolution. Before a chargeback is sent to the merchant, this expert system interrogates the chargeback against a predetermined set of parameters to determine work flow, resolution, and output to the merchant. In some cases, this results in automatic resolution of incoming chargebacks. As part of the business rules and internal procedures, we validate issuer and cardholder requirements as part of the overall dispute investigation.
Merchants are informed of disputed chargebacks either by mail, fax, electronic file, or Dispute Manager, based on available functionality and merchant setup. A Chargeback Notification form is provided for all disputes adjusted to the merchant and the debit appears on the merchant’s bank statement as well as other reporting tools. The merchant will have access to this process electronically through the Dispute Manager service. Reversal of a debit will occur when a remedy has been supplied within the required timeframe.
We are extremely effective in the representments processed with or without merchant involvement. Currently, an average 81% of representments remain with the
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issuer and do not result in further dispute action and this statistic can increase beyond 81% based on merchant industry and chargeback reason code.
Dispute ManagerSM Solution
The Dispute ManagerSM service is a highly secure Web-enabled front-end interface to help merchants and/or clients effectively manage sales disputes (chargebacks and retrievals) with greater efficiency in a real-time environment. First Data Product Management, along with First Data Systems and Operations support, created this Web-based tool to help merchants simplify backoffice processes and expedite response time on retrieval requests. The improved response time can result in reduced non-response chargebacks. The Dispute Manager service can also provide data and information to merchants to help them gain control of their sales dispute expense management.
Dispute Manager is easy for merchants/clients to use and provides the following key features:
Electronic delivery method ensures chargebacks and retrievals are not “lost” via the mail or fax
Sends merchants confirmation and acknowledgement that response has been received
Alerts merchants if all required documentation has not been submitted (can reduce chargebacks for non-response)
Provides work queues of all outstanding chargebacks and retrievals in need of a response
Provides the ability to query or sort chargeback or retrieval requests online for prioritization and management of disputes (by cardholder, sale amount, etc.)
Offers imaged cardholder, bank, and other supporting documentation, as well as provides the merchant the ability to scan in documentation to support fulfillment
Provides the ability to manipulate images, e.g., magnify, rotate, flip, scroll, for optimal viewing capability
Assists merchant in navigation within the Dispute Manager program and provides educational information that can be updated with new release information through Online Help
June 9, 2014 36 Proprietary and Confidential
Pricing Proposal for the County of Collier Clerk of the Circuit Court
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
Page 22, Section R(7). This section is deleted and replaced with: “According to Florida Statute § 674.404
and the SunTrust Rules and Regulations for Deposit Accounts, checks more than 6 months old which are
paid by the bank in good faith may be charged to the Clerk’s account.”
Page 22, Section R(11). The Clerk will need to contract directly with an armored car service, as SunTrust
does not provide this service.
Page 23, Section S(3). In the event of a disaster, SunTrust will use reasonable efforts to provide cash to
satisfy the Clerk’s requirements and to work with the Clerk to ensure that the Clerk can conduct its
business, but SunTrust’s ability to meet these requirements will depend on the nature of the disaster,
size of impact, condition of impacted area, etc. In no event will SunTrust be deemed in breach of
contract for failure to meet these requirements.
Page 25, Proposal Checklist. The 2nd paragraph is modified by adding “as modified by the SunTrust
Proposal and any subsequent negotiations” after the words “attached specifications”.
TREASURY MANAGEMENT
MASTER AGREEMENT
Rev. 11/25/08 Collier County Clerk nonstd (ivg 6.10.14) Page 1 of 2
1. Introduction. SunTrust Bank offers a full range of treasury management services to our clients. Throughout this master agreement, (a) SunTrust Bank is referred to as “we,” “us” or “our,” (b) the treasury management services described in our treasury management terms and conditions referred to below are referred to as the “services,” (c) this master agreement and the other documents described below are together referred to as the “agreement,” (d) the person or entity using one or more of the services is referred to as “you” or “your” and (e) the individuals identified in any resolution, certificate, delegation of authority or other document that you have given us as having authority to enter into or amend the agreement on your behalf are referred to as your “authorized signers.”
When you sign this master agreement you are agreeing to be bound by the terms and conditions of the agreement. The agreement is a legally binding contract that can only be changed as provided in this master agreement.
2. Organization of Agreement. As indicated above, the agreement is made up of several documents, each of which serves a special purpose. The relevant documents and their purposes are as follows:
(a) Treasury Management Terms and Conditions. Our treasury management terms and conditions fall into two categories (i) the general terms and conditions that govern the use of all services and (ii) the specific terms and conditions that govern the use of each individual service. The most recent version of our treasury management terms and conditions is always posted on the following website: www.suntrust.com/treasuryterms. You may access it at any time by visiting the site and opening the document with the password we have given you. We will also give you a printed copy of the current version of those terms and conditions upon request.
(b) Master Agreement. This master agreement describes the structure of the agreement and sets forth certain of the basic contractual provisions relating to your use of the services.
(c) Reference Materials. The reference materials for a service provide details regarding the functionality of that service, as well as certain formatting and other technical requirements that you must follow when using that service. Reference materials may include, without limitation, a user manual, a quick reference guide, a service demo and/or file formats and specifications. Not every service has reference materials.
(d) Delegation of Authority. A delegation of authority is optional. By using one, you are giving other people within your company authority with respect to the agreement and/or the services.
(e) Service Profiles. A service profile reflects certain instructions you give us regarding your setup for a particular service, such as the account(s) linked to that service, the authorized users for that service and the options you select for that service.
(f) Implementation/Setup Forms. An implementation/setup form is an internal document that we use to record additional information and/or instructions you give us with respect to a particular service.
(g) Online Services and Software Materials. We may grant to you a nonexclusive, nontransferable, limited license or sublicense to use one or more software programs in connection with certain services. There may be a separate license agreement (which may be a “shrink wrap” or “click wrap” agreement and may be with us or a third-party vendor) and/or user manual for some of those software programs. Those software programs and those other
items are all part of the software materials. There may also be additional online or “click wrap” terms for the use of the online services. The agreement, online terms and any applicable separate license agreement and user manual set forth the terms and conditions relating to your right to use those online services and software programs as well as important instructions and requirements for their use.
(h) Rules and Regulations. The rules and regulations for deposit accounts that you maintain with us set forth certain general provisions relating to the establishment, maintenance and operation of your deposit accounts.
(i) Clerk of the Circuit Court of Collier County Request for Proposals for Banking Services, RFP 2014-001, as modified by the SunTrust Proposal in response to such Request for Proposals.
If there is any inconsistency on a particular issue among the documents that make up the agreement, the documents will control that particular issue in the order set forth from top to bottom above.
3. Amendments. We may change or add to the provisions of this master agreement and any of the general terms and conditions by giving you 30 calendar days’ prior notice. We may change or add to the terms and conditions for any individual service by giving you 10 calendar days’ prior notice. We may change the information in the implementation/setup forms without giving you notice. If you continue to use a service after any of these changes or additions become effective (or you earlier confirm a service profile for an affected service), you are bound by those changes or additions. If a change or addition is required by applicable law, clearing house rules or funds transfer system rules, or if we believe that the change or addition is necessary for the security or integrity of the systems that we use in providing any services for you, we may give you notice of the change or addition promptly after we make it. In that case, you are bound by the change or addition unless you terminate your use of the relevant service(s) immediately after you receive our notice. We may change or add to the terms of the software materials or the rules and regulations by following the procedures set forth in those documents.
4. New Services. If we agree to provide a new service for you, we will create one or more service profiles reflecting certain instructions you give us regarding your setup for that new service and send or otherwise make them available to you. You may not use that service until you have confirmed (in a manner acceptable to us) that those service profiles are correct, you have successfully completed any required testing or training for that service and we have completed our implementation of your setup for that service. If you attempt to use a new service without satisfying one or more of these conditions, we may refuse to provide that service but, if we do provide it, you are bound by the terms of the agreement relating to that service (including, without limitation, the general terms and conditions and the terms and conditions for that new service).
5. Changes to Your Setup. If we agree to change your setup for a service in response to your instructions and those instructions are of the type reflected on a service profile, we will send or otherwise make one or more service profiles reflecting those instructions available to you. That change will not take effect until you have confirmed (in a manner acceptable to us) that those service profiles are correct, you have successfully completed any required testing or training for the change and we have completed our implementation of the change. In that regard, changes to your setup for a service reflected on a service profile will be implemented either on an “incremental” basis or a
TREASURY MANAGEMENT
MASTER AGREEMENT
Rev. 11/25/08 Collier County Clerk nonstd (ivg 6.10.14) Page 2 of 2
“complete replacement” basis, as reflected and to the extent indicated in the service profile.
If a change is implemented to your setup for a service on an incremental basis, that change supplements (as an addition, deletion or modification), but does not replace, the information in your setup for that service. For example, if an incremental service profile indicates that it adds a new authorized user for a service, all existing authorized users for that service continue to be authorized users unless you specifically request that we delete one or more of them and that deletion is reflected in a separate service profile that you confirm (in a manner acceptable to us).
If a change is implemented to your setup for a service on a complete replacement basis, the information identified in that service profile completely replaces the information in your setup for that service, to the extent indicated in that service profile. In that regard, information can be completely replaced (a) only for the account(s) identified on the service profile, (b) only for the combination of the account(s) and linked feature(s) of the service identified on the service profile or (c) for all accounts using the service.
For example, if a service profile indicates that it completely replaces all of your previous service profiles for a service with respect to the account(s) identified in that service profile, then only the authorized users identified in that service profile are authorized to use the service with respect to the identified account(s). However, none of your service profiles for other accounts using that service are affected and all authorized users listed on them continue to be authorized users with respect to those other accounts.
Alternatively, if a service profile indicates that it completely replaces all of your previous service profiles for the combination of an account and lockbox identified in that service profile, then only the image delivery option(s) selected in that service profile will be provided with respect to the combination of the identified account and lockbox. However, none of your service profiles for other combinations of accounts and lockboxes for that service are affected and all image delivery options selected in them will continue to be provided with respect to those other combinations of accounts and lockboxes
Finally, if a service profile indicates that it completely replaces all of your previous service profiles for a service, then only the options identified in that service profile will apply with respect to any of your accounts using that service. None of your previous service profiles for that service are effective and none of the options identified on them will apply with respect to any of your accounts using the service.
We may refuse to accept letters, e-mails or other forms of communication that instruct us to change your setup for a service if those instructions are of the type reflected on a service profile. However, you agree that we may (at our option) accept an e-mail that purports to be from one of your authorized signers and that instructs us to delete one or more accounts from your setup for a service without requiring you to confirm a service profile reflecting that instruction.
6. Electronic Records and Signatures. You consent to the use of electronic records and signatures with respect to your use of the services. Without limiting the types of electronic signatures we may accept, you agree that, if we elect (at
our option) to send a service profile to you as an attachment to an e-mail message, you (a) will be deemed to have confirmed that service profile is correct if we receive an e-mail message to that effect that purports to be from one of your authorized signers, (b) adopt that e-mail message as your electronic signature with the intent to sign that service profile and (c) will be bound by that service profile to the same extent as if one of your authorized signers had printed, signed and given it to us.
7. Acknowledgement of Receipt and Agreement to be Bound. By signing below (and each time you confirm a service profile), you acknowledge that you have received (or have been given electronic access, including the necessary password, to) a complete copy of, and that you have read, understand and agree to be bound by all provisions of our treasury management terms and conditions (including, without limitation, those that (a) limit our liability to you, (b) obligate you to indemnify us, (c) authorize us to rely on authorization codes, (d) waive the right to a jury trial and (e) require binding arbitration) in the form and with the content then posted on the identified website (as we may update them from time to time) with respect to your use of all services.
Signature. This master agreement has been signed and delivered (which you agree may be by facsimile or e-mail attachment) on your behalf by the person whose name is printed below. That person represents and warrants to us that he or she is one of your authorized signers and that you have taken all action required by your organizational documents to authorize him or her to sign and deliver this master agreement (and any other documents we may require with respect to the services) on your behalf. The agreement completely replaces any other ones you have given us in the past with respect to the services, except that any instructions you have given us under any such past agreements continue to be effective until replaced or deleted in accordance with the agreement (including, without limitation, through a service profile or an implementation/setup form).
Client Name:
Authorized Signer:
Print Name:
Print Title:
Address:
E-Mail:
Phone:
Fax:
Date:
Version 1.13 Collier County Clerk nonstd (ivg 6.10.14) Page 1 of 66
Treasury Management Terms and Conditions
UTable of Contents Click on an item to jump to the top of the page for that section Treasury Management Terms and Conditions ............................................................................................................. 1 General Terms and Conditions for All Services ............................................................................................................ 2 Account Reconciliation Service..................................................................................................................................... 9 Accounts Receivable Conversion Service .................................................................................................................. 10 ACH Fraud Control Service ........................................................................................................................................ 11 ACH Origination Service ............................................................................................................................................. 13 Cash Concentration Service ....................................................................................................................................... 24 Cash Vault Service ..................................................................................................................................................... 25 Controlled Disbursement Service ............................................................................................................................... 27 Controlled Payment Service ....................................................................................................................................... 27 eClaim Revenue Gateway Service ............................................................................................................................. 29 Electronic Data Interchange ........................................................................................................................................ 31 Enterprise Payment Processing Service .................................................................................................................... 31 Image Cash Letter Service ......................................................................................................................................... 34 Image Cash Letter Service – Financial Institutions .................................................................................................... 36 Image Delivery Services ............................................................................................................................................. 38 Online Bill Consolidator Service.................................................................................................................................. 39 Online Bill Presentment and Payment Service ........................................................................................................... 41 Online Check Deposit Service .................................................................................................................................... 44 Online Courier Service ................................................................................................................................................ 49 Online File Transfer Service ....................................................................................................................................... 49 Online Treasury Manager Service .............................................................................................................................. 49 Positive Pay and Reverse Positive Pay Service ......................................................................................................... 51 Pre-Encoded Deposit Service ..................................................................................................................................... 53 Return Items Transmission (“RIT”) Service ................................................................................................................ 54 Scannable Lockbox Service ........................................................................................................................................ 55 Smart Safe Daily Deposit Posting Service .................................................................................................................. 57 Tax Payment Service .................................................................................................................................................. 59 Universal Payment Identification Code Service .......................................................................................................... 60 Wholesale Lockbox Service ........................................................................................................................................ 60 Wire Transfer Service ................................................................................................................................................. 62 Zero Balance Account Service.................................................................................................................................... 62 Funds Transfer Agreement ......................................................................................................................................... 63
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General Terms and Conditions for All Services
1. UIntroduction U. SunTrust Bank offers a full range of treasury management services to our clients. Throughout these terms and conditions, (a) SunTrust Bank is referred to as “we,” “us” or “our,”(b) the treasury management services described in these terms and conditions are referred to as the “services,” (c) these terms and conditions and the other documents described below are together referred to as the “agreement,” (d) the person or entity using one or more of the services is referred to as “you” or “your” and (e) the individuals identified in any resolution, certificate, delegation of authority or other document that you have given us as having authority to enter into or amend the agreement on your behalf are referred to as your “authorized signers.”
2. UOrganization of Agreement U. As indicated above, the agreement is made up of several documents, each of which serves a special purpose. The relevant documents and their purposes are as follows:
(a) UTreasury Management Terms and Conditions U. Our treasury management terms and conditions fall into two categories (i) the general terms and conditions that govern the use of all services and (ii) the specific terms and conditions that govern the use of each individual service. The most recent version of our treasury management terms and conditions is always posted on the following website: www.suntrust.com/treasuryterms. You may access it at any time by visiting the site and opening the document with the password we have given you. We will also give you a printed copy of the current version of those terms and conditions upon request.
(b) UMaster Agreement U. The master agreement describes the structure of the agreement and sets forth certain of the basic contractual provisions relating to your use of the services.
(c) UReference Materials U. The reference materials for a service provide details regarding the functionality of that service, as well as certain formatting and other technical requirements that you must follow when using that service. Reference materials may include, without limitation, a user manual, a quick reference guide, a service demo and/or file formats and specifications. Not every service has reference materials.
(d) UDelegation of Authority U. A delegation of authority is optional. By using one, you are giving other people within your company authority with respect to the agreement and/or the services.
(e) UService Profiles U. A service profile reflects certain instructions you give us regarding your setup for a particular service, such as the account(s) linked to that service, the authorized users for that service and the options you select for that service.
(f) UImplementation/Setup Forms U. An implementation/setup form is an internal document that we use to record additional information and/or instructions you give us with respect to a particular service.
(g) UOnline Services and Software Materials U. We may grant to you a nonexclusive, nontransferable, limited license or sublicense to
use one or more software programs in connection with certain services. There may be a separate license agreement (which may be a “shrink wrap” or “click wrap” agreement and may be with us or a third-party vendor) and/or user manual for some of those software programs. Those software programs and those other items are all part of the software materials. There may also be additional online or “click wrap” terms for the use of the online services. The agreement, online terms and any applicable separate license agreement and user manual set forth the terms and conditions relating to your right to use those online services and software programs as well as important instructions and requirements for their use.
(h) URules and Regulations U. The rules and regulations for deposit accounts that you maintain with us set forth certain general provisions relating to the establishment, maintenance and operation of your deposit accounts.
(i) Clerk of the Circuit Court of Collier County Request for Proposals for Banking Services, RFP 2014-001, as modified by the SunTrust Proposal in response to such Request for Proposals.
If there is any inconsistency on a particular issue among the documents that make up the agreement, the documents will control that particular issue in the order set forth from top to bottom above.
3. UAmendments U. We may change or add to the provisions of the master agreement and any of these general terms and conditions by giving you 30 calendar days’ prior notice. We may change or add to the terms and conditions for any individual service by giving you 10 calendar days’ prior notice. We may change the information in the implementation/setup forms without giving you notice. If you continue to use a service after any of these changes or additions become effective (or you earlier confirm a service profile for an affected service), you are bound by those changes or additions. If a change or addition is required by applicable law, clearing house rules or funds transfer system rules, or if we believe that the change or addition is necessary for the security or integrity of the systems that we use in providing any services for you, we may give you notice of the change or addition promptly after we make it. In that case, you are bound by the change or addition unless you terminate your use of the relevant service(s) immediately after you receive our notice. We may change or add to the terms of the software materials or the rules and regulations by following the procedures set forth in those documents.
4. UNew Services U. If we agree to provide a new service for you, we will create one or more service profiles reflecting certain instructions you give us regarding your setup for that new service and send or otherwise make them available to you. You may not use that service until you have confirmed (in a manner acceptable to us) that those service profiles are correct, you have successfully completed any required testing or training for that service and we have completed our implementation of your setup for that service. If you attempt to use a new service without satisfying one or more of these conditions, we may refuse to provide that service but, if we do provide it, you are bound by the terms of the agreement relating to that service (including, without
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limitation, these general terms and conditions and the terms and conditions for that new service).
5. UChanges to Your Setup U. If we agree to change your setup for
a service in response to your instructions and those instructions are of the type reflected on a service profile, we will send or otherwise make one or more service profiles reflecting those instructions available to you. That change will not take effect until you have confirmed (in a manner acceptable to us) that those service profiles are correct, you have successfully completed any required testing or training for the change and we have completed our implementation of the change. In that regard, changes to your setup for a service reflected on a service profile will be implemented either on an “incremental” basis or a “complete replacement” basis, as reflected and to the extent indicated in the service profile.
If a change is implemented to your setup for a service on an incremental basis, that change supplements (as an addition, deletion or modification), but does not replace, the information in your setup for that service. For example, if an incremental service profile indicates that it adds a new authorized user for a service, all existing authorized users for that service continue to be authorized users unless you specifically request that we delete one or more of them and that deletion is reflected in a separate service profile that you confirm (in a manner acceptable to us).
If a change is implemented to your setup for a service on a complete replacement basis, the information identified in that service profile completely replaces the information in your setup for that service, to the extent indicated in that service profile. In that regard, information can be completely replaced (a) only for the account(s) identified on the service profile, (b) only for the combination of the account(s) and linked feature(s) of the service identified on the service profile or (c) for all accounts using the service.
For example, if a service profile indicates that it completely replaces all of your previous service profiles for a service with respect to the account(s) identified in that service profile, then only the authorized users identified in that service profile are authorized to use the service with respect to the identified account(s). However, none of your service profiles for other accounts using that service are affected and all authorized users listed on them continue to be authorized users with respect to those other accounts.
Alternatively, if a service profile indicates that it completely replaces all of your previous service profiles for the combination of an account and lockbox identified in that service profile, then only the image delivery option(s) selected in that service profile will be provided with respect to the combination of the identified account and lockbox. However, none of your service profiles for other combinations of accounts and lockboxes for that service are affected and all image delivery options selected in them will continue to be provided with respect to those other combinations of accounts and lockboxes
Finally, if a service profile indicates that it completely replaces all of your previous service profiles for a service, then only the options identified in that service profile will apply with respect to any of your accounts using that service. None of your previous service profiles for that service are
effective and none of the options identified on them will apply with respect to any of your accounts using the service.
We may refuse to accept letters, e-mails or other forms of communication that instruct us to change your setup for a service if those instructions are of the type reflected on a service profile. However, you agree that we may (at our option) accept an e-mail that purports to be from one of your authorized signers and that instructs us to delete one or more accounts from your setup for a service without requiring you to confirm a service profile reflecting that instruction.
6. UElectronic Records and Signatures U. You consent to the use of electronic records and signatures with respect to your use of the services. Without limiting the types of electronic signatures we may accept, you agree that, if we elect (at our option) to send a service profile to you as an attachment to an e-mail message, you (a) will be deemed to have confirmed that service profile is correct if we receive an e-mail message to that effect that purports to be from one of your authorized signers, (b) adopt that e-mail message as your electronic signature with the intent to sign that service profile and (c) will be bound by that service profile to the same extent as if one of your authorized signers had printed, signed and given it to us.
7. UReceipt and Agreement to be Bound by Governing Documents U. Your use of a service is governed by the master agreement, these treasury management terms and conditions and the other documents described in either of them. Each time you confirm a service profile for a service you (a) acknowledge that you have received (or have been given electronic access, including the necessary password, to) a complete copy of, and (b) agree that, except to the extent your use of a particular service is governed by a prior agreement, you have read, understand and, agree to be bound by, all provisions of these treasury management terms and conditions in the form and with the content then posted on the identified website (as we may update them from time to time) with respect all services you are then using.
8. UOur Right to Delay or Refuse to Process Transactions U. We may delay, refuse to process and/or impose a specific fee with respect to any item, transaction or instruction with respect to a service which (a) does not comply with the provisions of the agreement relating to that particular service, (b) is not complete, correct and current, (c) is greater in frequency or number than is permitted for the relevant account or service, (d) is for an amount that is less than the minimum amount permitted for the relevant account or service, (e) relates to an account that has been closed or exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance), (f) we believe in good faith is not genuine, conflicts with another instruction or relates to funds or an account over which there is a dispute or restriction on withdrawal, (g) we suspect results from a breach in the confidentiality of a security procedure or authorization code or relates to an account or service that we suspect is being used for, or is the target of, fraudulent or illegal activity, or (h) might cause us to violate applicable law or otherwise expose us to liability. We may also suspend your ability to
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use a service if any of the circumstances described in clause (g) or (h) in the prior sentence occurs.
9. UOverdrafts U. As noted above, we may delay and/or refuse to process any item, transaction or instruction that exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance). If we decide in our discretion to process an item, transaction or instruction that exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance), you agree to reimburse us on demand for (a) the full amount of any overdraft or other shortfall created by that item, transaction or instruction, (b) all overdraft fees and charges we may impose from time to time, (c) interest on the amount of the overdraft or other shortfall at the rate we may impose from time to time for the day the overdraft or other shortfall was created and for each following day until the overdraft or other shortfall has been paid, and (d) all costs and expenses (including, without limitation, attorney’s fees) we incur in collecting the overdraft or other shortfall, or any fees, charges or interest relating to it, from you.
10. USecurity Procedures and Authorization Codes U. Some of the services require you to implement appropriate security procedures that are outlined in the terms and conditions for those services. The security procedures are designed to verify the authenticity of instructions that we receive (including, at our option, confirmation of service profiles by your authorized signers) and to control access to information and services. They are not designed to detect errors in the content or transmission of instructions or information. We may rely on the security procedures to control access to information and services and to determine whether any instructions we receive are authentic. You will be bound by all instructions issued in your name and accepted by us in compliance with the applicable security procedures, whether or not you or one of your authorized users actually gave us those instructions. The security procedures may require the use of PINs, user ID numbers, passwords, test keys, algorithms or other codes, all of which are referred to as “authorization codes.” In some cases, we will provide all of the authorization codes (which, for some services, may be the same for multiple users). In these cases, we will either give the authorization codes directly to your users (or, if we have elected to permit your authorized signers to confirm service profiles by using authorization codes, then in that case directly to your authorized signers) or we will give them to the person within your company that you have designated as your “contact” or security administrator (as defined below). If we elect to give the authorization codes to your contact, that person is then responsible for distributing the authorization codes to your users. In other cases, you will be required to appoint a person within your company who has the authority to determine who is permitted to use certain services on your behalf. That individual is referred to as your “security administrator.” Some services give you the option of designating more than one contact and/or security administrator. In these cases, we may give all of the authorization codes to a single contact or security administrator or (at our option) we may give a portion of the authorization codes to a particular contact or security administrator with the rest of the authorization codes going to another contact or security administrator. If we do not give all of the authorization codes to a single security administrator, your security
administrator must obtain the other portions of the authorization codes from the other contact or security administrator who received them. After obtaining the other portions of the authorization codes, your security administrator is responsible for creating and providing authorization codes for and establishing limits on each user’s authority to initiate transactions, access information and use services on your behalf. You are completely responsible for controlling access to and maintaining the confidentiality of the security procedures and authorization codes and you must promptly report any breach of that confidentiality to us. You are also completely responsible for the actions of your contacts, your security administrators, any users to whom we or your contacts or security administrators have provided authorization codes and any other person who has obtained access to your authorization codes. In some cases, a third party vendor may provide the authorization codes on our behalf. We may send the reference materials and any notices regarding a service to your contact(s) for that service as reflected in your service profiles for that service as they are in effect at the relevant time.
11. UAuthorized Signers U. As indicated above, your authorized signers are those individuals identified in any resolution, certificate, delegation of authority or other document that you have given us as having authority to enter into or amend the agreement on your behalf. We may act upon any oral or written instructions we receive that we believe in good faith to have been given by one of your authorized signers (including instructions sent by facsimile, e-mail or other electronic method). In addition, if we have elected to permit your authorized signers to confirm service profiles by using authorization codes, any person giving us an appropriate authorization code will be deemed to have authority to confirm service profiles, even if he or she is not otherwise one of your authorized signers.
12. UAuthorized Persons U. The individuals who have authority to give us instructions, access information and use services on your behalf are those that are reflected in your delegation of authority, if you have executed one, or any other separate written resolution or other document relating to the services that you have given us. These individuals may be referred to as “authorized representatives,’ “authorized users,” “authorized persons” or similar terms in these general terms and conditions and/or the terms and conditions for particular services. In addition, if you use a service that involves authorization codes, any person giving us an appropriate authorization code will be deemed to have authority to give us instructions, access information and use services on your behalf, even if he or she is not otherwise designated as having authority to do so. You may also authorize third party processors and other agents to give us instructions, access information and use services on your behalf. We may act upon any oral or written instructions we receive that we believe in good faith to have been given by an authorized person (including instructions sent by facsimile or other electronic method). We are authorized to follow the instructions of your contact, your security administrator or any person designated as having authority to act on your behalf (or that gives us or uses an appropriate authorization code) until we receive written notice that his or her authority (or authorization code) has been terminated and we have had a reasonable time to act upon that notice. At our option, we may require written confirmation of instructions that are given orally or by facsimile.
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13. UOur Online Services and Software Materials U.
(a) UUse of Online Services U. We offer several online services (including data transmission services) that allow you to electronically access information concerning your accounts, give us instructions regarding certain transactions with respect to your accounts and use of the services, and transmit and receive data files to or from us. We can also use online services to electronically provide you reports, confirmations, statements and other information regarding your accounts and use of the services. The instructions that you can give us through online services vary by service. These online services may require you to comply with various security procedures, including that you use authorization codes. You agree to provide us with all information we request to enable us to activate your ability to use online services. Some of the online services have specific formatting and other technical requirements, as we may specify from time to time. You agree to comply with these requirements when using the online services and to allow us to test and approve your setup for an online service or data transmission service before you begin using it. Certain of the online services may also require you to comply with certain online terms and/or use software that we license or sublicense to you. Your use of the online services and any software materials is subject to the online terms, any accompanying license agreement and the other terms of the agreement.
(b) UNonexclusive License U. Your rights in the online services and software materials are limited to a nonexclusive license to use them solely in connection with your use of the services for your internal business purposes. You may not transfer or assign any of your rights with respect to the license, and the license will be automatically revoked if the agreement is terminated generally or with respect to the particular service to which the online services or software materials relate. If your license is revoked, you must return the software materials and any copies or extracts that you have made to us immediately. You may not (i) sublicense, sell, lease, distribute or (except with respect to your employees or agents) provide access to any of the online services or software materials to any third party, (ii) use the online services or software materials in a service bureau, time-sharing, outsourcing or similar arrangement, (iii) use the online services or software materials in any manner that is not expressly permitted by the agreement, (iv) modify, decompile, reverse engineer, disassemble or create derivative works from the online services or software materials or (v) copy all or part of the online services or software materials, except as necessary for reasonable back up purposes or (vi) take any actions or engage in any conduct that violates our rights (or those of our vendor) with respect to the online services or software materials.
(c) UProprietary Rights U. Except as otherwise set forth in the online terms, the software materials or the terms and conditions for the relevant service, we or our vendor retain all ownership and other rights in the online services and software materials and in any related trade secrets, copyrights and other intellectual property rights. In addition, you acknowledge that the online services and software materials contain valuable, confidential, trade secret information that belongs to us or to our vendor. You will not disclose or otherwise make that information available to any person other than your employees or agents that need to use the online services or software materials in
order for you to use the services, and as to agents, have agreed in writing to comply with the restrictions on use in the agreement. You will instruct those employees or agents to keep the online services and software materials confidential by using the same care and discretion that you use with respect to your own confidential property and trade secrets. Your obligations of confidentiality regarding the online services and software materials will continue after termination of the agreement and your use of the services for so long as that information remains a trade secret or is otherwise subject to the protection of applicable law.
(d) UAccounts at other Institutions U. Some of our online services have the ability to access information concerning accounts at other financial institutions. In order for you to take advantage of this functionality, you must give written instructions to the other financial institution(s) to make information regarding those accounts available to us and the other financial institution(s) must give us written instructions to make that information available to you through one of our online services. We are not responsible for any inaccuracies in any information provided by the other financial institution(s) or for any errors or delays in any service caused by the other financial institution(s).
(e) UNo Guarantees or Responsibility U. We make no guarantees and have no responsibility with respect to (i) the operation of any online service or software materials being uninterrupted, error free or free from program limitations, (ii) defects in the online services or software materials or any information provided through them, (iii) the online services, the servers that make them available or the software materials being free of viruses, disabling devices or other harmful components, (iv) any information or reports that are transmitted over the Internet, a wireless network, or sent by e-mail or other electronic method remaining confidential or being accurate, or (v) any person gaining unauthorized access to the online services, unless we failed to meet our standard of care in giving that person an authorization code. If an online service is not available or you are unable to access an online service, you agree to use another method (such as written instructions) to access your accounts or use the services.
14. UYour Equipment, Communications Capabilities and Software U. Several of the services require you to have certain equipment, communications capabilities or software. You are responsible for providing and maintaining (at your cost and expense) any equipment, communications capabilities or software (other than software we provide in connection with certain of our services) necessary for any of the services that you use. It is your responsibility to insure that the equipment, communications capabilities and software you select are compatible with those that we use from time to time to provide the services. We have no responsibility if any equipment, communications capabilities or software that you use is defective or is not compatible with ours, even if you have told us what equipment, communications capabilities and software you intend to use or we have previously approved its use.
15. UFraud Detection/Deterrence U. Payment system fraud has increased dramatically in recent years due to a number of factors. From time to time we may make certain products and services that are designed to detect and/or deter payment system fraud available to you. While no product or service will be completely effective, we believe that
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the products and services we offer will reduce the likelihood of certain types of fraudulent transactions occurring in your accounts. As a result, you agree that if you fail to implement any of these products or services that we specifically offer to you, (a) you will be precluded from asserting any claims against us with respect to any unauthorized, altered, counterfeit or other fraudulent transactions occurring in your accounts that the product or service was designed to detect or deter, (b) we will not be required to recredit your accounts or otherwise have any liability for such transactions, and (c) you will indemnify us for any loss or expense (including, without limitation, reasonable attorneys’ fees to the extent permitted by law) relating in any way to such transactions, so long as we otherwise satisfied our duty of care with respect to the other aspects of such transactions. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
16. UFees and Taxes U. You will pay us all fees that we disclose to you for any of the services that you use. We may change or add new fees for services from time to time. If you continue to use the service after the change becomes effective, you agree to pay the new fees. In addition, you agree to pay any taxes (other than taxes based on our net income) relating to the services that you use and to pay any out-of-pocket expenses we incur in performing the services for you, including any communication, access, transmission and data processing charges. Your accounts are also subject to the fees set forth in the schedule of fees described in the rules and regulations. We may change those fees by following the procedures set forth in the rules and regulations. We may collect any fees, taxes or expenses by debiting your accounts with us, offsetting those amounts against any earnings credits relating to any analysis of your deposit accounts, or other applicable method. We reserve the right to charge interest on any amounts that are not paid within 30 calendar days of the due date. We will apply all debits, credits and payments first to unpaid interest and then to fees, taxes and expenses in the order in which they were due. If you fail to pay any amount that you owe us under this agreement, we have the option of canceling or suspending the performance of any further services for you.
17. UTerm and Termination U. Unless a shorter period of notice is provided in the terms and conditions for the relevant service or we mutually agree to a shorter period of notice, the agreement will continue in effect until either you or we give 30 calendar days’ prior written notice of termination to the other party. Any such termination may be for the entire agreement or for a particular service. In addition, we may terminate this agreement or any service immediately and without giving you prior written notice if (a) you violate this agreement, (b) any representation or warranty you make to us fails to be true and correct in any material respect, (c) we believe in good faith that there has been a material adverse change in your financial or business condition, (d) you make a general assignment for the benefit of creditors or become a debtor in any bankruptcy or other insolvency or liquidation proceeding, (e) we determine that changes in applicable laws, regulations, clearing house rules or funds transfer system rules have made it impracticable for us to perform under the agreement generally or with respect to a particular service or (f) any of the circumstances described in clause (g) or (h) of Section 8 of these general terms and conditions occurs. Even though the agreement may be terminated entirely or with respect to a
particular service, all provisions relating to your indemnification obligations, your obligations concerning confidential information and limitations on our liability will continue to apply and will survive termination. You also continue to be liable for any obligations that you incurred prior to the termination of the agreement or any service, those that you incur in the process of terminating the agreement or a particular service and for any outstanding transactions.
18. UYour Representations and Warranties U. Each time you use a service you represent and warrant to us that (a) you are duly organized, validly existing and in good standing under the laws of your state of organization, (b) you have full power and authority to carry on your business and to enter into and perform your obligations under the agreement, (c) you have taken all actions necessary to enter into and perform your obligations under the agreement, (d) all resolutions or other authorizations you have given to us are true, accurate and complete in all material respects, (e) all assumed or fictitious names that you use have been duly registered or filed with the applicable governmental authorities, (f) you have obtained all necessary consents or authorizations for you to enter into the agreement, (g) this agreement is legally binding on you, (h) each person whose name is written or printed on your delegation of authority, if you have executed one, or any resolution or other separate written authorization concerning the agreement or any service has complete authority to bind you in all transactions relating to the agreement or any service, (i) you are neither bankrupt nor insolvent nor have you made an assignment for the benefit of creditors or sought the protection of any bankruptcy, insolvency or liquidation proceeding, nor do you have the present intention to do so, (j) you have not commenced any dissolution proceedings and no governmental authority having jurisdiction over you has served a notice of its intent to suspend or revoke your operations, and (k) the agreement does not violate any law, regulation or agreement to which you are a party. You also make the representations and warranties that are set forth in the terms and conditions for a service each time you use that service. You agree to immediately notify us if any representation or warranty you make to us is no longer true.
19. ULiability and Indemnification U.
(a) UYour Duty of Care U. You must exercise good faith and ordinary care in performing your obligations under the agreement. In addition, you must promptly examine each written or electronic confirmation, report, periodic statement, notice or other document related to any services and notify us of any error, omission or other discrepancy reflected in such confirmation, report, periodic statement, notice or document within 30 days (or such shorter period of time specified in the terms and conditions for the relevant service) after we send or make it available to you.
(b) UOur Duty of Care U. In performing the services for you, you agree that we are not acting as a fiduciary for you or for your benefit and that our responsibility is limited to acting in good faith and exercising ordinary care. In that regard, the services have several unique characteristics that relate to our duty of care. For example, most of the services involve large volumes of items or transactions that are processed in a highly automated environment. The procedures set forth in the terms and conditions and/or the reference materials for each service have been
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designed in light of those characteristics to maximize your ability to use that service in an efficient manner while minimizing your cost and inconvenience. You agree that the procedures for each service are commercially reasonable and that we will be deemed to have exercised ordinary care if we substantially comply with the procedures. You also agree that clerical errors, mistakes in judgment, and occasional or unintentional deviations by us from the procedures will not be deemed to constitute a failure on our part to exercise ordinary care. You also agree that we will not be deemed to have failed to exercise ordinary care with respect to any error, delay or failure to perform that is caused by (i) fire, natural disaster, strike, civil unrest, terrorism, failure of computer or communications facilities, (ii) the acts or omissions of any third party (including any Federal Reserve Bank, clearing house or funds transfer system) or (iii) any circumstance beyond our reasonable control or for which we do not have responsibility under the agreement.
(c) UConditions on Our Liability U. We will have no liability to you unless we fail to satisfy our duty of care as described above. If we fail to satisfy our duty of care, you agree to the maximum extent permitted by law that we will have no liability for any losses or damages resulting from that failure unless (i) you have complied with the terms of the agreement and satisfied your duty of care as described above (including your duty to discover and report any error, omission or other discrepancy reflected in any confirmation, report, periodic statement, notice or document to us within the applicable period), (ii) you take all reasonable actions to limit your losses or damage, (iii) promptly give us written proof of your losses or damages and cooperate with us in investigating the error, omission or other discrepancy and your losses or damages, and (iv) you bring any claim, action or proceeding against us with respect to any error, omission or discrepancy within one year after it occurred (in that regard, if the error, omission or discrepancy is a repetitive one, all such errors, omissions or discrepancies will be deemed to have occurred on the date of the first such error, omission or discrepancy).
(d) ULimits on Our Liability U. If we fail to satisfy our duty of care and you have satisfied the conditions to our liability, both as described above, then you agree to the maximum extent permitted by law that our liability to you will be limited to your monetary losses or damages that are a direct result of that failure, up to the lesser of (i) the amount of the transaction to which the error, omission or other discrepancy relates or (ii) the amount of the fees that you have paid us for the service in question for the six months preceding the month in which the failure occurred. You also agree to the maximum extent permitted by law that we will never be liable to you for any indirect, consequential, special, punitive or exemplary losses or damages (including, without limitation, lost profits, loss of data, business interruption or delay, time, savings, property or goodwill), without regard to the form of your claim or action or whether your claim is in contract, tort or otherwise, and even if we knew such losses or damages were possible or likely. To the extent we are required by applicable law to pay you interest on any amount for which we are liable under this section, that interest will be determined by using the “federal funds rate” we paid at the close of business on each day during the period beginning on the day such failure occurred until we have paid you the full amount of our liability. If we reimburse you for any losses or damages, you agree to transfer all of your rights relating to the
transactions in question to us and to assist us in any efforts or legal actions that we may take to recover those amounts from any third party.
(e) UDisclaimer of Warranties U. To the maximum extent permitted by law, we disclaim all representations and warranties of any kind, whether express, implied or statutory, with respect to the services, the software materials, the online services, and any equipment or software that you use in connection with the services, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
(f) UYour Indemnification Obligations U. Unless finally determined by a court or arbitrator having proper jurisdiction to have been caused exclusively by our gross negligence or intentional misconduct, you agree to defend, indemnify, protect and hold us, our affiliates and our respective officers, directors, employees, attorneys, agents and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to the services, the software materials or the agreement (including those caused by: (i) your failure to comply with any of the provisions of the agreement, (ii) the failure of any of the representations or warranties that you make to us to be true and correct in all respects at any time or (iii) any instructions you give us). This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
20. UArbitration U. Either you or we have the right to require that any dispute, controversy or claim arising out of or relating to the agreement or any breach, termination or invalidity thereof, including any dispute concerning the scope of this arbitration clause, be settled by binding arbitration in accordance with Title 9 of the United States Code and the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). Any arbitration proceeding will be conducted before a panel of three neutral arbitrators, or one neutral arbitrator if the amount in dispute does not exceed $500,000, all of whom must be attorneys engaged in the practice of banking law for ten years or more. You and we will each select one arbitrator, or if the arbitration is conducted by only one arbitrator you and we will jointly select the arbitrator. The arbitrator that you select and the arbitrator that we select will, within 10 days of their appointment, select a third, neutral arbitrator. In the event that they are unable to do so, you, we or either of our attorneys may request the American Arbitration Association to appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed must take an oath of impartiality. Judgment upon any award rendered by the arbitrators may be entered and enforced by any court of competent jurisdiction. The place of the arbitration will be in the city where our principal office is located. In rendering any award the arbitrators will determine the rights and obligations of the parties in accordance with the laws of the state governing this agreement. The arbitrators are not empowered to award damages in excess of the amounts expressly provided for by the agreement. All statutes of limitation that would otherwise apply to a judicial
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action will apply to any arbitration or reference proceeding under the agreement. The arbitrators must award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. “Costs and fees” means all reasonable pre-award expenses of the arbitration, including the arbitrator’s fee, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees. Neither you nor we may disclose the existence, content or result of any arbitration under the agreement without the prior written consent of the other.
21. UJury Trial WaiverU. You and we both knowingly, voluntarily, intentionally and irrevocably waive any right to a trial by jury with respect to any litigation based on, arising out of or relating to the agreement, the services, or any other document, instrument, transaction, course of conduct, course of dealing, statements (whether verbal or written) or your or our actions. This provision is a material inducement for us to enter into the agreement. You also acknowledge that none of our representatives or agents has represented that we would not seek to enforce this jury trial waiver in the event of any litigation.
22. UMiscellaneous U.
(a) UNotices U. Any notices under the agreement may be given by mail, personal delivery, fax, e-mail or other electronic means. We may use any address (including e-mail or other electronic addresses) for you shown in our records that we believe in good faith is valid. Any notice we send you will be effective when sent or we otherwise make the notice available to you through an online service. You must send any notices to us to your treasury management services sales officer. Any notice you send us is effective when we actually receive it.
(b) USeverability U. Any provision of the agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction and to the extent of such invalidity or unenforceability, be deemed replaced with a valid and enforceable provision as similar as possible to the one replaced and all of the remaining provisions of the agreement will remain in full force and effect.
(c) UBinding Agreement/Benefit U. The agreement binds and benefits both you and us and our respective legal representatives, successors and assigns. The agreement is not for the benefit of any third party, and no third party has any right against either you or us under the agreement.
(d) UConfidentiality of the Agreement U. You acknowledge that the agreement contains valuable, confidential, trade secret information that belongs to us. You will not disclose or otherwise make that information available to any person other than your employees or agents that need it in order for you to use the services and, as to agents, have agreed in writing to comply with the restrictions on use in the agreement. You will instruct those employees or agents to keep the agreement confidential by using the same care and discretion that you use with respect to your own confidential property and trade secrets. Your obligations of confidentiality regarding the agreement will continue after termination of the agreement and your use of the services for so
long as that information remains a trade secret or is otherwise subject to the protection of applicable law.
(e) UEntire Agreement U. The agreement is the complete and exclusive statement of the agreement between you and us with respect to the services. The agreement completely replaces any other ones you have given us in the past with respect to the services, except that any instructions you have given us under any such past agreements continue to be effective until replaced or deleted in accordance with the agreement (including, without limitation, through a service profile or an implementation/setup form).
(f) UHeadings and Certain References U. The headings used in the agreement are for reference purposes only and should not be considered when interpreting the agreement. Whenever the term “including” is used in the agreement, it means “including, without limitation”. Whenever the term “days” is used in the agreement, it is a reference to calendar days unless that reference specifies it is business days or banking days.
(g) UAssignment U. You may not assign the agreement or any of your rights or duties under it to any third party without our prior written consent. We may assign the agreement to any of our affiliates or successors or to any other person or entity in connection with a sale of assets without obtaining your consent. In addition, we may delegate our duties under the agreement to third party vendors without giving you notice of, or obtaining your consent to, such delegation.
(h) UApplicable Law and Jurisdiction U. The agreement is governed by and should be interpreted in accordance with the applicable federal laws and the internal laws of the state in which your principal account with us is located. You consent to the exclusive jurisdiction and venue of any court located in that state.
(i) UAttorneys Fees U. The prevailing party in any proceeding arising out of or relating to the agreement is entitled to recover its attorney’s fees and costs, in addition to any other remedy it may be entitled to under applicable law.
(j) UTelephonic Communications U. You consent to the recording of telephone conversations of your personnel in connection with the agreement and assume responsibility for obtaining the consent of, and giving notice to, such personnel. The decision to record any telephone conversation is solely at our discretion and we will not have any liability for failing to do so in any particular circumstance.
(k) URemedies U. The rights, powers, remedies and privileges provided for you in the agreement are your sole and exclusive rights, powers, remedies and privileges with respect to the services and any failure by us to perform the services in accordance with the terms of the agreement. The rights, powers, remedies and privileges provided for us in the agreement are in addition to any rights, powers, remedies and privileges with respect to the services or any failure by you to comply with the terms of the agreement that we have under applicable law or otherwise, and we may exercise any or all of those rights, powers, remedies and privileges in any order.
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(l) UNo Waiver of Rights U. A failure or delay by us in exercising any right, power or privilege in respect of the agreement will not be presumed to operate as a waiver of that or any other right, power or privilege, and a single or partial exercise by us of any right, power or privilege will not be presumed to preclude any subsequent or further exercise by us of that or any other right, power or privilege.
(m) UNo Strict Construction U. In the event an ambiguity or question of intent or interpretation of the agreement arises, the agreement should be construed as if you and we both drafted the agreement, and no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any provisions of the agreement will apply.
(n) UFinancial Accommodation U. You acknowledge that the agreement is an agreement to provide a “financial accommodation” as that term is defined in the federal bankruptcy laws and, as a result, that neither you nor any bankruptcy trustee (including you when acting as a debtor-in-possession) have the ability to assume or reject the agreement as an executory contract.
(o) UFinancial Statements U. You agree to provide us with financial statements and other financial information that we may reasonably request from time to time.
(p) UOur Records U. You agree that our records regarding the features and accounts that you have asked us to include in our implementation of your setup for any service (including the implementation/setup forms for that service) will be deemed correct and will control in the event of any dispute regarding your setup for that service. This provision applies even if we have not given you a copy of those records or you have not signed any documents included in those records.
(q) UAuthority for Other Entities U. If you ask us to include accounts that belong to another person or entity in our implementation of your setup for the services, then (a) you represent and warrant to us that the other person or entity has given you authority to access its accounts through use of any service to the same extent as if you owned them, (b) each reference to “you” or “your” in the agreement will be deemed to be a collective reference to you and each other person or entity whose accounts are included in our implementation of your setup for the services, (c) all of the provisions set forth in the agreement will apply to the accounts as if you owned them, (d) you are deemed to be using a service with respect to any of the accounts included in our
implementation of your setup for that service, (e) each person who is authorized to act on your behalf with respect to a service is also authorized to act on your behalf to the same extent with respect to the accounts of each other person or entity whose accounts are included in our implementation of your setup for that service, and (f) you and each other person or entity whose accounts are included in our implementation of your setup for the services are jointly and severally liable for all indemnification, confidentiality and other obligations to us under the agreement. We may require written confirmation from the other person or entity that it has authorized you to include its accounts in our implementation of your setup for the services and you agree to notify us immediately if that authority is revoked or changed. For purposes of this provision, if an account that belongs to another person or entity is included in our implementation of your setup of a service, you will be deemed to have asked us to include that account in our implementation of your setup of that service even though an exhibit, service profile, or other form or document (whether now or hereafter in effect) reflects that other person or entity as the client or customer.
(r) URepresentations and Warranties Related to Trust Accounts U. You acknowledge that inclusion of any account which is designated as a trust account, escrow account, “for the benefit of” account, or account of similar designation, in your setup for one or more services may result in access to such account – including use of the funds contained therein and access to information related to the beneficiaries of such account – by any authorized user specified by you. You represent and warrant that such inclusion and such access is not prohibited by any agreement by which you may be bound and does not violate any applicable law or any fiduciary or other duty or obligation you may have with respect to the account or the funds contained in it, and you assume all risks associated with such inclusion and access. You shall indemnify and hold us harmless from any claims, judgments, damages, costs, liabilities, interest, losses or expenses, including reasonable attorneys’ fees and court costs and expenses, that arise directly or indirectly from or in connection with such access and inclusion, and for any breach of any representations and warranties contained in this paragraph. You further represent and warrant that no account to be included in your setup of services contains funds that are in any way governed by or subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), and you shall indemnify and hold us harmless from liability for any loss of ERISA funds as a result of use of such accounts. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
Account Reconciliation Service
1. UDescription of the ARP Service U. The SunTrust Account Reconciliation or “ARP” service allows you to facilitate the reconciliation of your accounts by exchanging information with us regarding checks that you have issued against your accounts and/or checks deposited into your accounts. Details regarding the functionality of the ARP service and certain formatting and other technical requirements that you must follow when using the ARP service are provided in the ARP reference materials as we update them from time to time.
2. UOperation of the Service U. You must tell us (in a form that is acceptable to us) which ARP service you desire for each account that is included in your setup for the ARP service. Except as otherwise provided in these ARP terms and conditions or the ARP reference materials, all check, deposit or other information exchanged between us in connection with the ARP service will be transmitted electronically in the format we specify. Check, deposit and other information you send us must be received by us no later than the cutoff time for such information reflected in the ARP reference materials. You may select a daily, monthly, weekly or bi-weekly statement cycle for each account
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included in your setup for the ARP service. If you fail to designate a statement cutoff on our ARP calendar, the statement cycle will be monthly with a cutoff at the end of the calendar month.
3. USuspension of Service U. You agree that you will be in material breach of these ARP terms and conditions if you repeatedly fail
to meet any of the deadlines described above. In addition to any other rights we may have under the agreement or applicable law, we may immediately suspend your use of the ARP service.
Accounts Receivable Conversion Service
1. UDescription of the Accounts Receivable Conversion Service U. 6T 6TAccounts Receivable Conversion, or “ARC” is a standard National Automated Clearing House Association or “NACHA” entry class that provides clients using our Scannable Lockbox, or “SLB,” and ACH origination services the ability to convert eligible checks deposited through their lockbox service into automated clearing house entries. The ARC service allows eligible checks received via the U.S. mail (or equivalent service, such as an overnight delivery service) for the payment of goods and services to be converted to single-entry debits using the ARC entry class code. We will act as your agent or for purposes of the NACHA rules as your service provider to evaluate lockbox items for conversion to ARC entries or to process the item through lockbox check processing. Each lockbox item selected for conversion will be the source document for the related ARC entry. Details regarding the ARC service functionality and certain other technical requirements that you must follow when using the ARC service are provided in our SLB service reference materials and our ACH origination service reference materials, as we update either of them from time to time.
6T2. Function of ARC Service. We will allow you to use the ARC service only once you have been set up for our SLB service and have been qualified and set up for our ACH origination service. You may use the ARC service with respect to the account(s) and lockbox(es) that are identified on your ARC service profiles, as they are in effect the relevant time, if those account(s) are designated account(s) for the ACH origination service and we have agreed to include those account(s) and lockbox(es) in your set up for the ARC service. In that regard, if a service profile for SLB service includes information indicating your election to use ARC service, that service profile constitutes an ARC service profile as well. We will act as the originating depository financial institution or “ODFI” with respect to the ARC entries created as part of this service. You will be the “originator” for each of those ARC entries. By confirming an ARC service profile, you agree to be bound by and comply with the NACHA Operating Rules and Operating Guidelines.
3. UOur Obligations U. We, acting as your agent, will originate ARC entries, and the amount, the routing number, the account number, and the check serial number for each such ARC entry will be in accordance with the source document. We will retain a reproducible, legible image of the front and back each source document for two years from the Settlement Date of the ARC entry and we will provide commercially reasonable secure storage of the source document image and all related banking information. The original source document will be destroyed by us after it has been converted to an ARC entry. The source document (or any equivalent document) for the ARC entry will not be presented by us for payment unless the ARC entry is returned by the receiving depository financial institution or “RDFI”. We will provide
any necessary file totals to authorize release of your ARC entries in lieu of PAL Totals as described in the ACH origination service terms and conditions.
4. UYour Representations and Warranties U. You will provide a clear and conspicuous notice to the receiver of ARC entries, prior to the receipt of each source document that will be used as the basis for the origination of an ARC entry, that receipt of the receiver’s check will be deemed to be the receiver’s authorization for a debit entry to the receiver’s account in accordance with the terms of the source document. The notice you provide will incorporate the Federal Reserve System Regulation E safe harbor language or substantially similar language such as:
“When you provide a check as payment, you authorize us either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction.” You acknowledge that utilization of the ARC service will result in different obligations and liabilities for you with regard to electronic funds transfer legal and regulatory environment as compared to the legal and regulatory environment for accounts receivable paid by check. 5. UARC Return Items U. Any ARC entry returned for insufficient funds will automatically be represented one additional time. Any ARC entry returned for any other reason will be prepared as a source document or its equivalent and processed as an item through lockbox check processing. If the item is returned, then the item will be sent back to the client in their daily remittance package and their account will be debited for the funds.
6. UData Transmission U. All required data transmissions between you and us will utilize the appropriate online service made available by us.
7. UTermination U. The ARC service may be terminated by prior
written notice by either you or us or by termination of the SLB service or the ACH origination service.
8. UACH Origination Service and Scannable Lockbox Service U.
These ARC service terms and conditions are expressly made a part of the terms and conditions of the ACH origination service terms and conditions and SLB service terms and conditions. Terms defined in the terms and conditions for the ACH origination service have the same meanings when used in these ARC service terms and conditions, and terms defined in the terms and conditions for the SLB service have the same meanings when used in these ARC service terms and conditions. If there is any inconsistency on a particular issue between these ARC
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service terms and conditions and the terms and conditions of the ACH origination service or the SLB service, these ARC service terms and conditions will control.
ACH Fraud Control Service
1. UDescription of the AFC Service U. The SunTrust ACH Fraud Control or "AFC" service allows you to block the posting of incoming automated clearing house, or “ACH,” debit and/or credit entries against your accounts. It also allows you to create exceptions to a block that will allow selected incoming entries to post.
2. USelection of AFC Service Options U. For each account included in your AFC service setup you may select various service options. Your selection(s) for each account are reflected in your AFC service profiles as they are in effect at the relevant time. The options that you may select are as follows:
(a) UFull Debit/Credit Block Option U. If you would like to block the posting of all incoming ACH debit and/or credit entries to an account (without use of the OAC service option described below), you must select the full debit/credit block option for that account. In that regard, you have three options for each account: (i) blocking only incoming ACH debit entries; (ii) blocking only incoming ACH credit entries; or (iii) blocking both incoming ACH debit and credit entries. You must make a separate election for each account that is included in your setup for this service with a full debit/credit block option.
(b) UStanding Order Option U. If you would like to generally block all incoming ACH debit entries from posting to an account, but would like to set up one or more authorizations to allow certain incoming ACH debit entries to post to that account on a repetitive or “standing” basis, then you may select standing order option for that account and provide us the required information for the standing entries.
(c) USingle Entry Option U. If you would like to generally block all incoming ACH debit entries from posting to an account, but would like to set up one or more authorizations to allow particular ACH debit entries to post to that account on a one-time or “single entry” basis, then you may select the single entry option for that account and provide us the required information for the single entry entries. Once we have posted an entry to which a single entry authorization applies, that authorization expires and we will block any future instance of that entry unless you establish an authorization to allow that future instance.
(d) UOnline ACH Control Service Option U. If you would like to generally block all incoming ACH debit entries and/or credit entries from posting to an account, but would like to be able to have online access so that you can perform certain functions, including without limitation, (i) setting up one or more authorizations to allow particular ACH debit entries and credit entries to post to that account (either on a standing basis or single entry basis) and change or delete any authorizations included in the setup of your AFC service, and (ii) reviewing each ACH entry received for posting to your account that has been initially blocked
from posting and making a decision to authorize that entry to post to your account or to return that entry, then you may elect to use our Online ACH Control, or “OAC” service, for AFC service, the “OAC service option,” for that account. You may not select the OAC service option for an account if you currently have in place the full debit/credit block option described above for that account.
3. UOAC Service Option Functionality U.
(a) UAccepting or Declining a Rejected Entry U.
(i) If an ACH entry is received for posting to an account that you have included in your setup of the OAC service option, as reflected in your AFC service profiles as they are in effect at the relevant time, and that entry is the type of entry, either debit or credit, that you have elected to block for that account, as reflected in our records at the relevant time, and is not allowed to post under an authorization you have in effect for that account at that time (whether the authorization was set up “manually” by confirming a service profile for the standing order or single entry option or was set up on line through the OAC service option), that entry will initially reject, each a “rejected entry.” Each rejected entry will be suspended for a period of time for you to have an opportunity to review and make a decision to return that rejected entry to the originator or to allow that rejected entry to post to your account. Any ACH entry received for posting to an account included in your setup of the OAC service option that is allowed under an authorization you have set up and that is in effect for that account (or is of a type of entry, debit or credit, that you have not elected to block) will post to your account in accordance with our normal processing procedures. In determining whether an ACH entry is allowed under an authorization that is in effect, (as we do for an authorization set up under a standing order option or single entry option) we will match the company id and dollar amount of that entry against the company ids and dollar amounts set up in, and authorized by, your authorizations and determine if posting that entry is within the number of times an entry is permitted to post to your account under the applicable authorization.
(ii) The users you have authorized to use the OAC service option for the account to which a rejected entry was to post will, through the OAC service option, be able to view certain details for that rejected entry and either authorize that rejected entry to post to that account or return that rejected entry to the originator. A rejected entry will remain in the list of rejected entries available in the OAC service option for authorized users to review and make a decision to post to your account or return that rejected entry, until the earlier of the decision deadline set forth in the OAC service option reference materials (as we may update them from time to time) or if a decision on that rejected
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entry has been submitted (or an authorization for that rejected entry has been created), the start of our processing for the next ACH processing window following the submission of that decision or creation of that authorization. You can also elect to have us send to one or more users you set up in the OAC service an email to alert those users when an ACH entry received for posting to an account has been rejected. Whether or not we fail to send you or you otherwise do not receive an email notice of a rejected entry, you are responsible for accessing the OAC service to review the list of rejected entries in the OAC service option.
(iii) To allow a rejected entry to post to your account, one of your users (more than one may be required if you are using the dual verification feature) authorized to use the OAC service option for that account to which the rejected entry was to post must either submit through the OAC service option your decision to accept that rejected entry and allow it to post or you must set up an authorization for that entry by the decision deadline. We will return that rejected entry to the originator, if the election to refuse that entry is made through the OAC service option by your authorized user(s) or you do not take the necessary action to authorize the rejected entry to post to your account by the payment decision deadline. You are responsible for having up-to-date and accurate authorizations in effect for all ACH entries you wish to have post to the accounts you have set up in the OAC service option, in case the OAC system is unavailable and we are unable to provide notice of a rejected entry or accommodate the submission of decisions in writing and process those decisions by the decision deadline.
(b) UEntry Authorizations U. The users you have
authorized for an account included in your setup of the OAC service option may use the OAC service option to create authorizations that allow ACH debit or credit entries to post to that account and modify or delete any authorizations included in your setup for the AFC service for that account (more than one may be required if you are using the dual verification feature). You may set up an authorization through the OAC service option as a single entry authorization or a standing order authorization by designating the number of times an ACH entry is permitted to post to your account under that authorization. If you do not designate for an authorization the number of instances an ACH entry is permitted to post to your account under that authorization, you are authorizing an unlimited number of ACH entries permitted under that authorization to post to your account. Unless you otherwise specify in the setup of an authorization in the OAC service option, each authorization will be set up in the OAC service option with an immediately effective beginning date. If you are using the OAC service option for an account, and we elect, in our discretion, to allow you to set up manually an authorization through the standing order or single entry option, those manually created authorizations will also be included in your setup of the OAC service option. Each authorization manually created under a standing order or single entry option you have in effect for an account at the time you elect to use the OAC service option for that account will also be included in your setup of the OAC service option. Each authorization manually created under the standing order option will be included in your setup of the OAC service option with an unlimited number of instances, with an immediately effective beginning date and without an expiration date. Each authorization manually created under the single entry option will be included in your setup of
the OAC service option with an immediately effective beginning date and without an expiration date.
(c) UDual Verification U. If you use the dual verification feature of the OAC service option, you can require that a separate user authorized for an account included in your setup of the OAC service option and with sufficient approval authority (as described in the reference materials) approve any authorization maintenance request to create, modify or delete an authorization for that account before that authorization maintenance request takes effect and approve any decision to accept or reject a rejected entry for that account before that decision is submitted. One user authorized for that account and with sufficient initiation authority must enter the authorization maintenance request or the decision and another user authorized for that account and with sufficient approval authority must approve the authorization maintenance request or decision. The default setup is to require dual verification for any authorization maintenance request or decision for a rejected entry. One user is able to submit an authorization maintenance request or a decision to allow a rejected entry to post to your account or be returned, if you have elected not to use the dual verification procedures at all or if you have entitled that user so the dual verification procedures are not required for that user for decisions or authorization maintenance requests under a certain dollar threshold. We recommend that you use dual verification at all times, and you are responsible for any ACH entry paid or returned in accordance with any decision or authorization maintenance request submitted without use of dual verification.
(d) UAlerts U. You may elect to have us send to certain users included in your setup of the OAC service one or more of the types of alerts available in the OAC service option, including alerts to notify you when an ACH entry received for posting to an account included in your setup of the OAC service option was rejected, to notify you when an ACH entry posted to an account included in your setup of the OAC service option because it matched an authorization, to notify you when a decision for a rejected entry or a maintenance request to set up, modify or delete an authorization needs to be approved, and to notify you once a decision has been made or modified or an authorization set up, modified or deleted. Your security administrator will designate which users included in your setup for the OAC service are to be sent an alert and which alerts each user is to be sent. Alerts will be sent to each user at the email address designated in the OAC setup for that user. You agree that we will not have any liability if we fail to send to any one of those designated users or any one of those designated users does not otherwise receive one or more alerts.
(e) UDesignation of Security Administrator(s) U. In order to use the OAC service option (unless you are currently using the OAC service for ACH origination service), you must initially designate one person as one of your security administrators for the OAC service. That initial security administrator will be identified on your service profiles for the OAC service as in effect at the relevant time. That initial security administrator and each other user who has been granted user administration rights in the OAC service will be an “OAC security administrator” of yours for the OAC service. Each OAC security administrator will have all of the rights and responsibilities described in any terms and conditions for the OAC service, the reference materials
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for the OAC service, or the general terms and conditions. Each OAC security administrator included in your setup of the OAC service may be able to administer the rights and permissions of any user included in your setup of the OAC service, including themselves, and grant any of those users, including themselves, access to any functionality available to you in the OAC service. It is important for you to note that if you also use the OAC service for your setup of the ACH origination service, any OAC security administrator will be an OAC security administrator for the OAC service option for the ACH origination service as well and can entitle users for both the OAC service option for the AFC service and the OAC service option for the ACH origination service. Any OAC security administrator may terminate administration entitlements of any other OAC security administrator directly through the OAC service, including your initial OAC security administrator you designated on your service profiles for the OAC service. We will provide the initial authorization codes for use by your initial OAC security administrator identified in your service profiles for the OAC service as they are in effect at the relevant time. We will deliver these authorization codes directly to that initial OAC security administrator.
(f) UAuthorization Codes and Security Procedures U. The security procedures for the OAC service include the requirement that each of your users is required to enter that user’s authorization codes to log on to the OAC service. We may require that a user provide additional information or use other additional security procedures to authenticate that user. Your users should not give their authorization codes to any other person or use them anywhere other than within the OAC service. The user’s initial authorization codes to access the OAC service will be supplied by an OAC security administrator as described in the general terms and conditions. You are solely responsible for developing appropriate checks and balances to effectively control and monitor the use of OAC service by all users, including but not limited to each of your OAC security administrators. You agree that these security procedures are commercially reasonable.
4. USunTrust Entries U. If you use the AFC service with respect to an account that you use to settle incoming ACH debit entries for certain transactions with us or certain of our third party vendors, then you will need to authorize those entries on a standing order basis in one or more AFC service profiles. Transactions subject to this requirement may include cash concentration debits, automated loan and lease payments, check order payments, merchant card settlements, collections, and transfers. You are responsible for having up-to-date and accurate authorizations in effect for all ACH entries you wish to have post to the accounts you have set up for the AFC service, including but not limited to incoming ACH debit entries for transactions with us or our vendors. If
you fail to authorize entries for these transactions on a standing order basis, then those entries may be blocked and you may incur additional fees, interest and charges. Note that in some cases, incoming ACH debit entries for certain transactions with us or our vendors may still post to your account, even if you have not authorized those entries on a standing order basis.
5. UDuration and Changing of Options U. Once we have included the information from the selections you have made for the AFC service (as reflected in your service profiles in effect at the relevant time or in our records of our implementation of your AFC service) in our implementation of your setup for the AFC service, we will process incoming ACH debit and/or credit entries in accordance with those selections and any authorizations set up in and instructions given through the OAC service option, until (a) your use of the AFC service or the agreement is terminated or (b) you confirm an AFC service profile or provide other instructions that add to, delete or modify your previous selections and we have had a reasonable period to act on them before we receive the relevant entries. In that regard, if you are using the OAC service option for an account and delete all authorizations set up for that account, we will continue to block all incoming ACH debit and/or credit entries from posting to your account. Conversely, if you provide an instruction to delete an account from your OAC service setup, we will remove the account from the AFC service and allow all incoming ACH debit and credit entries to post to that account. Additionally, if you are not using the OAC service option and you confirm an AFC service profile that deletes the last authorization set up under a standing order option for an account (and there is not otherwise an authorization setup under a single entry option in effect for that account), we will remove the debit block from the account and allow all incoming ACH debit and credit entries to post to that account. If you want to prevent incoming ACH debit and/or credit entries from posting to that account, you will need to confirm an AFC service profile that adds a full debit/credit block option or the OAC service option for that account. Conversely, if you are not using the OAC service option for the AFC service and you confirm an AFC service profile that deletes the last authorization set up under a single entry option for an account (and there is not otherwise an authorization set up under standing order option in effect for the that account), we will convert your single entry option into a full debit/credit block option for that account, blocking ACH debits from posting to that account. If you want to permit incoming ACH debits to post to that account, you will need to confirm an AFC service profile that deletes the full debit/credit block option for that account or adds an authorization under a standing order or single entry option to your AFC service setup (or adds the OAC service option and establish authorizations through it).
ACH Origination Service
1. UDescription of the ACH Origination Service U. The SunTrust Automated Clearing House Origination or “ACH” service allows you to initiate debit and credit entries through the automated clearing house, which is a funds transfer system for sending and settling for electronic entries among participating financial institutions. Details regarding ACH’s functionality and certain formatting and other technical requirements that you must follow when using the ACH origination
service are provided in the ACH origination reference materials as we update them from time to time.
2. UFunctioning of the ACH Origination Service U. Under the ACH origination service, we act as the originating depository financial institution or “ODFI” with respect to entries that you send us or that are sent to us on your behalf. You will be the “originator” for each of those
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entries. By confirming an ACH origination service profile, you agree to comply with and be bound by the rules (as defined below).
3. UDefinitionsU. Unless otherwise defined in the general terms and conditions or these ACH origination terms and conditions, terms that are defined in the rules have the meanings given to those terms in the rules. The following terms have the specified meanings for purpose of these ACH origination terms and conditions:
(a) “UACH operator U” means a Federal Reserve Bank or other entity that provides clearing, delivery and settlement services for entries, as further defined in the rules.
(b) “UAuthorized representative U” means each person identified in your ACH origination service profiles as they are in effect at the relevant time, who is authorized (unless otherwise indicated in your service profiles) to give us instructions and to verify the total dollar amount of entries in a file by submitting control totals (as defined below) in writing, by a method acceptable to us, or through our phone authorization Line, or “PAL” system, if you have elected to use our PAL system.
(c) “UBatch U” means entries that have been grouped together and that have the same effective entry date and entry class code and that settle to the same designated account.
(d) “UBusiness day U” means Monday through Friday, excluding banking holidays.
(e) “UCut-off deadline U” means the time on a business day by which we must receive an entry for processing on that business day as we update it from time to time.
(f) “UDesignated account U” means the account(s) to be used as a settlement source of debits or credits for entries that you have designated in your ACH origination service profiles as they are in effect at the relevant time.
(g) “UEffective entry date U” means the date specified in an entry on which you instruct that the payment for that entry is to be made.
(h) “UEntry U” means a request for a credit to or a debit from a receiver’s deposit account as further defined in the rules and includes all data we receive from you regarding an entry.
(i) “UEntry class codes U” means the codes that distinguish the various types of entries, as further defined in the rules.
(j) “UFileU” means a group of entries associated with a given transmittal register and related control totals, as further defined in the rules.
(k) “UFinal settlement U” means the day an entry is posted to the account of the RDFI the ACH operator.
(l) “UInstruction U” means a direction relating to an entry that we receive from an authorized representative, including canceling an entry.
(m) “UNACHAU” means the National Automated Clearing House Association.
(n) “UOn-us entry U” means an entry that credits or debits an account maintained with us.
(o) “Protected Information” means the non-public personal information, including financial information, of a natural person used to create, or contained within, an entry and any related addenda record.
(p) “UReceiver U” means the person or entity that has authorized you to initiate a debit or credit entry to the account of that person or entity maintained at the RDFI as further defined in the rules.
(q) “URDFI U” means the receiving depository financial institution as further defined in the rules.
(r) “URules U” means the Operating Rules and Operating Guidelines adopted by NACHA, as in effect at the relevant time.
(s) “UThird-party sender U” means a person that is not an originator that has authorized an ODFI (or another third-party sender) to transmit, for the account of the third-party sender (or another third-party sender), (i) a credit entry to the account of a receiver with an RDFI (or, if the receiver is also the RDFI, to such receiver) in order to effect a payment from the originator to the receiver, or (ii) a debit entry to the receiver’s transaction account or general ledger account with an RDFI (or, if the receiver is also the RDFI, to such receiver) in order to effect a payment from the receiver to the originator.
4. UTransmitting Entries to Us U. You may transmit entries and instructions to us so long as you comply with the rules, the general terms and conditions, these ACH origination terms and conditions, the ACH origination reference materials and the security procedures. Any entry you send must be transmitted to us through the online services (which, for purposes of the ACH origination service, includes our online cash manager service) identified in your ACH origination service profiles as they are in effect at the relevant time and must comply with the requirements of, and be identified by, the appropriate entry class code and comply with all NACHA record format specifications. We may at any time, immediately upon notice, prohibit you from originating certain types of entries using the ACH origination service. Certain of our online services may not be used to originate IAT entries or recurring TEL entries, as we may determine from time to time. You must retain all data on file that we would need to reprocess an entry for at least three business days after midnight of the effective entry date of that entry and agree to give us that data immediately upon our request. If you use a third-party service provider, then each reference in these ACH origination terms and conditions to “you,” includes your third-party service provider as appropriate, provided that we may elect not to accept designations of a third party processor to deliver entries on your behalf.
5. UObligations of a Third-Party Sender U. The rules contain special requirements and impose additional obligations on us when we act as your ODFI with respect to entries you send us as a third-party sender. As a result, we must obtain additional agreements and representations from you with respect to those entries. If you send us any entries as a
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third-party sender, you automatically make the additional agreements and representations to us that are contemplated by the rules.
6. UOur Processing of Entries U. Except as provided later in this section with respect to on-us entries, we will process entries and instructions that we receive from you and then transmit those entries as the ODFI to an ACH operator. We will transmit the entries to the ACH operator by its deposit deadline prior to the effective entry date shown in the entries so long as the ACH operator is open for business on that day and we receive the entries prior to (a) our cut-off deadline and (b) the number of days required in the ACH origination reference materials to meet the effective entry date shown in the entries. For entries that we receive after those times, we will use reasonable efforts to transmit the entries by the ACH operator’s next deposit deadline on a business day on which the ACH operator is open for business. If we receive an on-us entry from you, we will credit or debit the receiver's account for the entry amount on the effective entry date so long as we receive the entry prior to (a) our cut-off deadline and (b) the number of days required in the ACH origination reference materials to meet the effective entry date shown in the entry. For an on-us entry that we receive after those times, we will use reasonable efforts to credit or debit the receiver's account on the business day following such effective entry date. If the effective entry date shown in an entry that we receive from you is not a business day, we will process that entry as if the effective entry date for that entry was the next business day following the requested effective entry date.
7. UExposure Limits U. We reserve the right to establish and change (immediately and without giving you prior notice) aggregate and individual dollar limits or “exposure limits” for your entries and files. We may refuse to process entries or files that exceed these exposure limits. We will tell you what your exposure limits are at any time upon request.
8. USuspension and Rejection of Entries U. We may suspend processing of and/or reject an entry, batch or file that (a) does not comply with the rules, the general terms and conditions, these ACH origination terms and conditions, the ACH origination reference materials or the security procedures or (b) contains an effective entry date more than 14 calendar days after the day we receive it. We may suspend processing of and/or reject an on-us entry for any reason that would allow that entry to be returned under the rules. We may also suspend processing of and/or reject an entry, batch or file if you fail to comply with any of your obligations under these ACH origination terms and conditions, including your obligation to maintain sufficient available balances in the designated account(s). We may suspend processing of an entry, batch or file without giving you notice. If we reject a batch or an entire file of entries, we will notify you no later than the business day on which the batch or file would have been transmitted to the ACH operator for processing. If an individual entry is rejected, it will be reported with your returns. If we reject an entry, batch or file, you may be required to resend it.
9. UTermination or Suspension of Service U. In addition to, and without in any way limiting, any other rights we have to terminate or suspend your use of the ACH origination service under the agreement, we may terminate or suspend your use of the ACH origination service immediately and without giving you prior written notice if you have breached the rules, any entry you transmit to us or any of your acts or
omissions might cause us to breach the rules or any representations or warranties we make under the rules, or we believe termination or suspension is necessary for us to comply with the rules.
10. UCancellation and Amendment of Entries U. We have no obligation to honor or process any request we receive from you to cancel or amend an entry once we have received that entry. However, as an accommodation to you, we will use good faith efforts to honor your request to cancel (but not to amend) an entry if (a) the request complies with the security procedures and (b) we receive your request at a time and in a manner that gives us a reasonable opportunity to act on it prior to transmitting the entry to the ACH operator or, in the case of an on-us entry, prior to crediting or debiting the entry to the receiver’s account. We are not liable if we cannot honor your cancellation request. You agree to reimburse us for any expenses we may incur in attempting to honor your cancellation request. If you request a cancellation, we will use a reversing entry in an effort to honor your request except in limited circumstances where we have the capability to delete the entry, batch or file.
11. UName and Account Number Inconsistency U. You must ensure the accuracy of your entries and instructions. If an entry describes the receiver inconsistently by name and account number, payment may be made by the RDFI (or, for an on-us entry, by us) on the basis of the account number, even if that number identifies a person other than the named receiver. You are responsible for any loss associated with such inconsistency and your obligation to pay us the amount of the entry is not excused in such circumstances.
12. UNotice of Returned Entries U. We give you notice by online service, secured e-mail, facsimile or mail promptly after we receive a returned entry from the ACH operator. We are not obligated to retransmit any returned entry that we originally transmitted in compliance with these ACH origination terms and conditions. If you want us to retransmit a returned entry to the ACH operator, you must retransmit the entry to us.
13. UNotifications of Change U. We will give you notice by online service, secured e-mail, facsimile or mail of all notifications of change relating to your entries within two business days after we receive them. You agree to make the required change(s) prior to submitting any further entries to the applicable receiver’s account. If you fail to correct an entry in response to a notification of change, NACHA may impose fines against you that may be debited directly against the designated account(s) without prior notice.
14. UOnline ACH Control Service U.
(a) UGeneral Description U. Our Online ACH Control, or “OAC,” service for ACH origination service, the “OAC service option,” enables you to (i) submit control totals for each file you transmit to us for origination, (ii) view certain details for your files transmitted to us for origination and the current processing status of that file, and (iii) create calendars of dates on which you expect to transmit files to us. Your selection of which of these OAC service option functions to use will be reflected on your Online ACH Control for ACH Origination service profiles as in effect at the relevant time. The OAC service option may
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not be used when creating and originating ACH entries through certain of our online services, as we may determine from time to time. Details regarding the OAC service option functionality and certain requirements that you must follow when using the OAC service option are provided in the OAC service reference materials as we update them from time to time.
(b) UOAC Service Option FunctionsU.
(i) UControl Totals U.
(A) Through the control totals function of the OAC service option, you may submit control totals to verify the total dollar amount of all debit entries and, separately, all credit entries included in each file you have transmitted to us for origination. You may also review, modify, or delete those control totals through the OAC service option.
(B) Each user you have authorized to use the control totals function will be able to enter, review, modify, or delete control totals for any files submitted under any ACH origination point, or “application,” included in your setup for ACH origination service (as reflected in our records of our implementation of your setup) for which you have authorized that user for the control totals function. To enter, review, modify, or delete control totals for a file, your user must know and select the correct application under which that file is submitted.
(C) Once we have completed processing for origination a file that contains debit entries and credit entries in dollar amounts that match control totals you have submitted for a file for that application, you will not be able to change or delete those control totals for that file.
(D) If you are using the control totals function of the OAC service option, you can elect to have us send to one or more users set up in the OAC service one or more file status alerts available for the control total function, including alerts to notify you when we have received a file, when we have successfully processed the file for origination, and when a file has been suspended because of missing control totals. Each user you designate to receive a file status alert will be sent that alert for any file you submit for origination. You agree, however, that we will not have any liability if we fail to send to any one of those designated users or any one of those designated users does not otherwise receive one of those file status alerts.
(ii) UFile Inquiry U.
(A) Through the file inquiry function of the OAC service option, for any file you have submitted to us for origination and that we have started to process, you will be able to review certain details for that file, and batches and entries included in the file. You will also be able to view the current processing status of that file, including whether that file has been successfully processed for origination by us, is being processed but has suspended, has been rejected, or has been deleted. This information for a file will only be available through the file inquiry function of the OAC service option for the period of time specified in the reference materials (as in effect from time to time).
(B) Each user you have authorized to use the file
inquiry function will be able to view all information available in the file inquiry function for any files you have transmitted to us for origination under any application for which you have authorized that user for the file inquiry function.
(C) Each user you have authorized to use the file inquiry function of the OAC service option will also be able to view all information available for any ACH entries you receive which settle to an account which is included as a settlement account for any application included in any function of your setup of the OAC service option and for which you have authorized that user for the file inquiry function.
(iii) UCalendar Monitoring U.
(A) Through the calendar monitoring function of the OAC service option, you may create and maintain one or more calendars of the dates on which you expect to transmit an ACH file to us for origination. You may establish up to five calendars for each application which you included in your setup of the calendar monitoring function of the OAC service option (as reflected in our records of our implementation of your setup of the OAC service option).
(B) To set up a new calendar for the calendar monitoring function, you must first request (in a form acceptable to us) for us to set up a blank calendar for an application included in your set up of the calendar monitoring function. As part of that calendar setup, you must provide us with the window(s) of time (between our ACH processing windows) in which you expect to transmit your files to us and the number of files you expect to transmit under that calendar on a day. Once we have set up one or more blank calendars for an application included in your setup of the calendar monitoring function, you can set the dates you expect to submit a file to us on any of those calendars and view and change the dates on any of those calendars through the calendar monitoring function. Before the end of each year, we will set up each of your calendars as a blank calendar for the applicable application in the following year and use the same windows of time you designated for each calendar as the windows of time in which you anticipate transmitting your files to us (and the same number of files you expect to transmit on a day under that calendar). Once a calendar has been set up for an application for the following year, you will need to set each of the dates on which you expect to transmit a file.
(C) Each user you have authorized to use the calendar monitoring function of the OAC service option will be able to view and set dates for any calendar established for an application included in your setup of calendar monitoring function for which you have authorized that user to use the calendar monitoring function.
(D) If you are using the calendar monitoring function of the OAC service option, you can elect to have us send to one or more of your users set up in the OAC service certain email alerts if files are not submitted to us in accordance with the dates and designated windows of times you have scheduled. If you scheduled a date on a calendar for an application included in your setup of the calendar monitoring function and a file is not transmitted to us under that
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application by the start of the our ACH processing window following a window of time designated for that calendar in which you anticipated transmitting a file to us, we will send an email to each user you designate to alert your designated users that we did not receive a file on a date and at a time you scheduled. That email alert would be sent after we completed our processing for that ACH processing window. Similarly, if a file is transmitted to us on a date which was not a date scheduled on one of your calendars for an application or in a window of time which was not one of the windows of time you designated for a calendar as the time you anticipated transmitting a file to us, we will send an email to each user you designate that a file was submitted on a date or at a time that was not scheduled as a date or the time you expected to send a file to us. That email alert would be sent after we completed our processing for that ACH processing window. Each of the email alerts available for the calendar monitoring function will be sent to each of the users set up in the OAC service which you have designated to receive that type of alert. You agree, however, that we will not have any liability if we fail to send to any one of those designated users or any one of those designated users does not otherwise receive one of those alerts.
(E) Even if a file is submitted under an application included in your setup of the calendar monitoring function of the OAC service option on a date or during a window of time that was not scheduled for a calendar for that application, we will continue to process that file in accordance with our normal procedures. If you have more than one calendar setup for an application and you have scheduled on more than one calendar the same date to submit a file we can not determine which file was sent for which calendar. Additionally, if you have more than one window of time scheduled for one day on a calendar, we can not determine which file was sent for which window of time. Therefore, you can not tell from an email alert, or fact that you did not receive an email alert, whether we received the correct file scheduled for that calendar or that window of time.
(c) USetting up Alerts U. Your security administrator will designate which users included in your setup of the OAC service are to be sent an alert available in the OAC service and which alerts each user is to be sent. Alerts will be sent to each user at the email address designated in setup for that user in the OAC service option.
(d) UDesignation of U USecurity Administrator(s) U. In order to use the features of the OAC service option (unless you are also currently using the OAC service for the ACH Fraud Control service), you must initially designate one person as one of your security administrators for the OAC service. That initial security administrator will be identified on your service profiles for the OAC service as in effect at the relevant time. That initial security administrator and each other user who has been granted user administration rights in the OAC service will be an “OAC security administrator” of yours for the OAC service. Each OAC security administrator will have all of the rights and responsibilities described in any terms and conditions for the OAC service, the reference materials for the OAC service, or the general terms and conditions. Each OAC security administrator included in your setup of the OAC service may be able to administer the rights and permissions of any user included in your setup of the OAC service, including themselves, and grant any of those users, including
themselves, access to any functionality available to you in the OAC service. It is important for you to note that if you also use the OAC service for your setup of the ACH Fraud Control service, any OAC security administrator will be an OAC security administrator for the OAC service option for the ACH Fraud Control service as well and can entitle users for both the OAC service option for the ACH Origination service and the OAC service option for the ACH Fraud Control Service. Any OAC security administrator may terminate administration entitlements of any other OAC security administrator directly through the OAC service, including your initial OAC security administrator you designated on your service profiles for the OAC service. We will provide the initial authorization codes for use by your initial OAC security administrator identified in your service profiles for the OAC service as they are in effect at the relevant time. We will deliver these authorization codes directly to your initial OAC security administrator.
(e) UAuthorization Codes and Security Procedures U. The security procedures for the OAC service include the requirement that each user is required to enter that user’s authorization codes to log on to the OAC service. We may require that a user provide additional information or use other additional security procedures to authenticate that user. Your users should not give their authorization codes to any other person or use them anywhere other than within the OAC service. The user’s initial authorization codes to access the OAC service will be supplied by an OAC security administrator as described in the general terms and conditions. You are solely responsible for developing appropriate checks and balances to effectively control and monitor the use of the OAC service by all your users, including but not limited to, each of your OAC security administrators. You agree that these security procedures are commercially reasonable.
15. USecurity Procedures U. You agree to comply with the following
security procedures in using the ACH origination service and agree that these security procedures are commercially reasonable:
(a) USystem Edit U. We will only accept entry files that pass our system edit. That system edit examines various attributes of an entry file, including the settlement account, the credit or debit nature of the entries contained in the file and the application identification number contained in the file’s header or trailer record. We will reject any entry file that does not pass our system edit and will notify an authorized representative of that rejection. You agree that all entry files that pass our system edit will conclusively be deemed to have been authorized by you.
(b) UControl Totals U. Except for entry files that are transmitted through certain online services, you are required to verify the total dollar amounts for all debit entries and, separately, for all credit entries contained in each entry file by submitting to us the total dollar amount for each, or the “control totals.” Except for files transmitted or to be converted into an EDI format, you must submit the verifying control totals through either the control totals function of the OAC service option or our phone authorization line or “PAL” system. Your election to use the control totals function of the OAC service option will be reflected in your service profiles for the OAC service option, as in effect at the relevant time. To submit control totals through the OAC service option requires that the users you have authorized to use the control total
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function for the applicable application must follow the security procedures outlined for accessing the control totals function of the OAC service option. To submit control totals through PAL requires the use of the ACH authorization code that we assign and distribute directly to your authorized representative. If your file is transmitted or to be converted into an EDI format, your authorized representative will be required to provide control totals to our EDI department by a method that is acceptable to that department. If you use a third-party processor that sends your entries to us in a file that also contains entries being initiated on behalf of other clients, then your third-party processor may give us control totals on an aggregate basis for all entries contained in that file.
(c) UOnline Services U. For entry files or instructions that are transmitted to us through one of our online services, you are required to comply with the security procedures for that online service. If you use a third-party processor that sends your entries to us in a file that also contains entries being initiated on behalf of other clients, then your third-party processor will use the authorization codes that we issued to it, rather than ones we issued to you.
(d) UDirect Transmissions U. For entries transmitted directly through communications software, a logon record with a unique ID and password is required. The ID and password are provided with the establishment of the direct transmission product. If you use a third-party processor that sends your entries to us in a file that also contains entries being initiated on behalf of other clients, then your third-party processor will use the ID and password that we issued to it, rather than ones we issued to you.
(e) UCancellation Requests U. Instructions canceling an entry may be delivered by a facsimile or through certain online services. We may verify or authenticate any instructions by calling the authorized representative giving us the instructions or by any other means we believe to be reasonable in the circumstances, but are under no obligation to do so. We will have no liability for acting on instructions we believe in good faith to have been given by an authorized representative.
(f) UGeneral U. We may verify or authenticate any entry or files by contacting you by telephone or by any other method we believe is reasonable under the circumstances, but we are under no obligation to do so. If we are unable to verify or authenticate an entry or file, we may refuse to process such entry or file. We may change the security procedures by giving you notice of the changes and any changes will take effect immediately upon your receipt of that notice.
16. Security Requirements. In addition to complying with the security procedures in Section 15 above, you are required to establish, implement, and, as appropriate, update security policies, procedures, and systems related to the initiation, processing, and storage of entries. These policies, procedures and systems must:
(a) Protect the confidentiality and integrity of Protected Information;
(b) Protect against anticipated threats or hazards to the security or integrity of Protected Information; and
(c) Protect against unauthorized use of Protected Information that could result in substantial harm to a natural person. Such policies, procedures and systems must include controls that comply with applicable regulatory guidelines on access to all systems you use to initiate, process and store entries.
17. UPayment for Entries U. You must pay us the amount of each credit entry we have originated on your behalf and we will pay you the amount of each debit entry that we have originated on your behalf, all at such times as we may determine. You must also pay us (at such time as we may determine) the amount of each debit entry we have originated on your behalf that is returned by the RDFI. We may, without notice or demand, (a) debit any designated account for amounts that you owe us under these ACH origination terms and conditions and (b) credit any designated account for the amount of (i) originated debit entries and (ii) returned entries previously debited from any designated account. You must at all times maintain sufficient available funds in the designated account(s) to cover your payment obligations to us. If your obligations to us at any time exceed the available funds in the designated account(s), we may refuse to process entries until you deposit sufficient available funds and/or debit or place a hold on funds in any account you maintain with us. We have the right to set off against any amount we owe you, in payment of your obligations to us.
18. URepresentations for all Entries U. You give us the following representations with respect to every entry you send us: (a) the receiver designated in that entry authorized you to initiate the entry and to credit or debit its account in the amount and on the effective entry date of the entry, (b) the receiver’s authorization is and will remain effective until the receiver's account is debited or credited, (c) the entry conforms to your obligations under the general terms and conditions, these ACH origination terms and conditions, the rules and the ACH origination reference materials, (d) the entry complies with and does not violate applicable laws and regulations (including those relating to sanctions programs), and (e) you have performed a reasonable examination of your receiver relationships to identify transactions with those receivers which must be originated using the IAT entry class code. You agree to be bound by the rules and acknowledge that payment of an entry by the RDFI to the receiver is provisional until the RDFI receives final settlement for such entry and that, if such settlement is not received, the RDFI will be entitled to a refund from the receiver of the amount credited and, in such case, you will not be deemed to have paid the receiver the amount of the entry.
19. UAdditional Representations for Specific Entry Types U. The rules contain special requirements and impose additional obligations on us when we act as your ODFI with respect to certain entry types. As a result, we must obtain additional agreements and representations from you with respect to those entry types. Those additional agreements and representations are set forth for each entry type below. If you send us any of the entry types described below, you automatically make the additional agreements and representations to us that are set forth for that entry type below.
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(a) UARC (Accounts Receivable) Entries U. If you send us debit entries using an ARC entry class code (each an “ARC Entry”), you further represent and warrant to us and agree that:
(i) The entry is a single-entry debit for conversion of receiver’s check or draft for the payment of goods or services;
(ii) A check or draft provided by the receiver to you and received (a) via the U.S. mail (or an equivalent service, such as an overnight delivery service), (b)at a drop box location, or (c) in person for payment of a bill at a manned location serves as the source document for the receiver’s routing number, account number, check serial number and dollar amount for the entry, and contains a pre-printed serial number, does not include an Auxiliary On-Us Field in the MICR line, is for an amount of $25,000 or less and was completed and signed by the receiver;
(iii) The check or draft used as the source document for the entry is eligible to serve as a source document under the rules and is not one of the following: third party checks or drafts, drafts that do not include the signature of the receiver, checks provided by a credit card issuer to access a credit account, checks drawn on home equity lines of credit, checks drawn on an investment company, obligations of financial institutions, such as, travelers checks or money orders, checks drawn on federal institutions, such as, the Treasury of the United States or Federal Reserve Bank, checks drawn of state or local government and not payable through or at a participating depository financial institution, and checks or drafts payable in a medium other than United States currency;
(iv) For source documents received via U.S. mail (or an equivalent service, such as an overnight delivery service) or at a drop box location, in advance of receiving the source document for the entry, you gave the receiver a notice that complies with the rules and that clearly and conspicuously stated that receipt of receiver’s source document would authorize an ACH debit entry to receiver’s account in accordance with the terms of such source document, and for source documents that are provided by the receiver in-person for payment of a bill at a manned location, you provided a copy of such notice at the time of the transaction;
(v) The source document for the entry has not been altered;
(vi) The source document for the entry is not subject to any defense or claim of any person;
(vii) The source document for the entry is drawn on, payable through, or payable at the RDFI, and the amount of the entry, the routing number, the account number and check serial number are in accordance with the source document for the entry;
(viii) The source document for the entry will not be presented to the RDFI unless the entry has been returned by the RDFI;
(ix) You have not key-entered the routing number, account number, or check serial number from the source document for the entry, other than to correct errors relating to MICR misreads, misencoding or processing rejects;
(x) You must retain a reproducible, legible image, microfilm or copy of the front and back of the source document for two years from the date of the settlement of the entry;
(xi) You will give us a copy of the front and back of the source document within five business days of our request;
(xii) You will establish reasonable document retention/destruction policies and use commercially reasonable methods to securely store all source documents until destruction, and all banking information relating to ARC Entries; and
(xiii) You will comply with the rules for ARC Entries.
(b) UBack Office Conversion (BOC) Entries U. If you send us debit entries using a BOC entry class code (each a “BOC Entry”), you further represent and warrant to us and agree that:
(i) The entry is sent to collect truncated checks for payment of goods or services;
(ii) Prior to the receipt of each source document that is used as the basis for the origination of a BOC entry, you will provide the receiver with notice that includes the following, or substantially similar, language:
"When you provide a check as payment, you authorize us either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. For inquiries, please call <retailer phone number>."
Such notice will be posted in a prominent and conspicuous location and a copy of such notice, or language that is substantially similar, will be provided to the receiver at the time of the transaction.
(iii) A check or draft provided to you by the receiver at the point of purchase serves as the source document for the receiver's routing number, account number, check serial number and dollar amount for the entry. Such source document for the BOC Entry:
(A) Contains a pre-printed serial number;
(B) Does not contain an Auxiliary On-Us Field in the MICR line;
(C) Is in an amount of $25,000 or less; and
(D) Was completed and signed by the receiver.
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(iv) The checks or drafts used as the source document for a BOC Entry are not:
(A) Checks or sharedrafts that have not been encoded in magnetic ink;
(B) Checks or sharedrafts that contain an Auxiliary On-Us Field in the MICR line;
(C) Checks or sharedrafts in an amount greater than $25,000;
(D) Third-party checks or sharedrafts;
(E) Remotely created checks, as defined by Regulation CC, and third-party drafts that do not contain the signature of the Receiver;
(F) Checks provided by a credit card issuer for purposes of accessing a credit account or checks drawn on home equity lines of credit;
(G) Checks drawn on an investment company;
(H) Obligations of a financial institution (e.g., traveler's checks, cashier's checks, official checks, money orders, etc.);
(I) Checks drawn on the Treasury of the United States, a Federal Reserve Bank, or a Federal Home Loan Bank;
(J) Checks drawn on a state or local government that are not payable through or at a Participating DFI; or
(K) Checks or sharedrafts payable in a medium other than United States currency.
(v) You will employ commercially reasonable procedures to verify the identity of the receiver;
(vi) You have established and will maintain a working telephone number for receiver inquiries regarding the transaction that is answered during normal business hours. This telephone number will be displayed on the notice required to be given to the receiver.
(vii) The amount of the entry, the routing number, the account number and check serial number are in accordance with the source document for the entry;
(viii) You used a reading device during the initial processing of the BOC entry to capture (and did not key-enter) the receiver's routing number, account number, and check serial number from the receiver's source document for the entry, and key-entered such information only to correct errors relating to MICR misreads, misencoding or processing rejects.
(ix) You will not use the source document for the entry as a check to obtain payment unless the BOC entry is returned by the RDFI.
(x) You will retain a reproducible, legible image, microfilm or copy of the front of the receiver's source document for each BOC entry for two years from the settlement date of the BOC entry.
(xi) Upon our request, you will give us, within five banking days of such request, a copy of the front of the receiver's source document (and such copy will indicate that it is a copy on its face).
(xii) You will employ commercially reasonable methods to securely store:
(A) All source documents until they are destroyed; and
(B) All banking information relating to BOC Entries.
(xiii) You have and will continue to otherwise comply with the rules for BOC entries.
(c) UInternational ACH Transaction (IAT) Entries. U If you send us an entry that is an IAT entry, you further represent and warrant to us and agree that:
(i) The entry will be identified by, and will comply with the requirements of, the IAT entry class code, including complying with all NACHA record format specifications for the IAT entry class code.
(ii) If you originate an entry using another entry class code and we determine in good faith the entry should have been originated using the IAT entry class code, in addition to any other rights we have, we may suspend the processing of and/or reject that entry (or batch or file containing that entry) and we may also suspend and/or terminate your ACH origination service immediately without prior notice. Similarly, a gateway operator or ACH operator may suspend the processing of and/or reject an entry that it determines should have been originated as an IAT entry and was not.
(iii) You are in compliance with, and the entry complies with, all applicable United States laws and regulations, including sanctions and other programs administered by the U.S. Department of Treasury’s Office of Foreign Asset Control, “OFAC,” or Financial Crimes Enforcement Network.
(iv) You are in compliance with, and the entry complies with, the laws, regulations, and payment system rules of the receiving country, including any requirements to obtain the receiver’s written, oral, or electronic authorization, for the receiver’s authorization to be validly signed, for the receiver’s authorization to be in proper form to authorize the foreign RDFI to debit the receiver’s account, to provide notice of the entry prior to it settling in the receiver’s account, to provide notice to the receiver of the receiver’s recourse and other provisions relevant to the
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receiver, and to obtain a separate authorization from the receiver for each debit entry initiated at sporadic times, instead of set intervals.
(v) In addition to any other rights we have, if we suspect that the entry may not, or determine that the entry does not, comply with any applicable laws or regulations, the rules, or any other payment system rules (including those laws and regulations relating to sanctions programs), we may suspend processing of and/or reject the entry and hold funds debited from or to be credited to your account for the entry.
(vi) You will maintain either the original or a copy of any authorization required from the receiver for the entry for the longest period of time we may be required to produce that authorization under any of the rules, the laws and regulations of the U.S., and the laws, regulations, and payment system rules of the receiving country. You will make available for inspection, within a reasonable time, upon our request or the request of the receiver or an authorized representative of the receiver (including the receiving bank) the authorization required from the receiver of the entry.
(vii) If the entry is an outbound IAT entry, you authorize (and authorize us to authorize) the gateway operator to transmit the entry to the foreign gateway operator and to arrange for the settlement of the entry with the foreign gateway operator, for further transmission to, and settlement with, the foreign RDFI for credit or debit of the amount to or from the receiver’s account.
(viii) If the entry is an outbound IAT entry and we do not have an agreement for processing IAT entries with the domestic RDFI that serves as the gateway operator for the entry, it may result in either us or the gateway operator suspending the processing of and/or rejecting the entry (or the batch or file in which the entry is contained).
(ix) You have sole responsibility for all losses and other risks relating to foreign exchange conversion with respect to the entry.
(x) In addition to any other indemnity obligations you have under the general terms and conditions or these ACH origination terms and conditions, you will defend, indemnify, protect and hold us, our affiliates, and our respective officers, directors, employees, attorneys, agents, and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines, judgments, disputes, costs, charges, and expenses which relate in any way to (i) any IAT entry (or requests or instructions related to an IAT entry) you send us that does not comply with all applicable laws and regulations, the rules, and the payment system rules of the receiving country, or (ii) any breach of any representation, warranty, or agreement you have made related to an IAT entry. Without limiting the foregoing, you agree you are liable for and will reimburse us for all amounts that may be erroneously paid by us or any receiving bank in respect of any entry erroneously credited or debited by us or any receiving bank pursuant to any IAT entry you originated or related instructions you gave and any claim paid by us (including any claim for interest) as a result of a declaration of a receiver or other person alleging that an IAT entry was not originated in accordance with the receiver’s authorization, the receiver’s authorization was revoked, a required notification was not given in sufficient time before the entry was processed to the account of
the receiver, or no valid authorization ever existed between the receiver and you. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
(xi) Because of the requirements for processing IAT
entries, the processing of an IAT entry may be delayed or suspended. Any such delay or suspension may affect the settlement of and availability of funds for an IAT entry. You will transmit IAT entries to us in files comprised solely of IAT entries, rather than in a file that also contains other entry types. If you include an IAT entry in a file that contains other entry types, the processing of the entire file, not just the IAT entries, may be delayed or suspended, affecting settlement of and availability of funds for any entry in that file. In addition to any other limits on our liability, we will not have any liability for any delay in or suspension of processing or rejection of an IAT entry (or file containing an IAT entry), in accordance with our processing requirements for IAT entries or applicable law, or for the actions of any third parties (including any gateway operator or ACH operator) resulting in the delay in or suspension of processing or rejection of an IAT entry.
(xii) A gateway operator may return the entry after the
period of time for the return of an IAT entry provided in the rules, and you agree we may settle that return to one of your accounts.
(xiii) Your obligations with respect to any IAT entries
under the these ACH origination terms and conditions, including any obligations under the payment system rules of the receiving country, shall continue to remain in full force and effect after the termination of your ACH origination services or your ability to generate IAT entries with respect to any entry you originate prior to the effective date of such termination.
(xiv) You have and will continue to comply with the rules
for IAT entries. (d) UPOP (Point-of Purchases) Entries U. If you send us debit
entries using the POP entry class code (each a “POP entry”), you further represent and warrant to us and agree that:
(i) A check or draft provided by the receiver at the point of purchase serves as the source document for receiver’s routing number, account number, check serial number and dollar amount for the entry, and that source document contains a preprinted serial number, does not contain an Auxiliary On-Us Field in the MICR line, is for an amount of $25,000 or less, was completed and signed by the receiver, and has not previously been provided by the receiver for use in any other POP entry;
(ii) Prior to the receipt of each source document that is used as the basis for the origination of a POP entry, you will provide the receiver with notice that includes the following, or substantially similar, language:
"When you provide a check as payment, you authorize us either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction."
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Such notice will be posted in a prominent and conspicuous location and a copy of such notice, or language that is substantially similar, will be provided to the receiver at the time of the transaction;
(iii) You have voided the source document and returned it to the receiver at the point of purchase;
(iv) The source document is an eligible item for POP entries under the rules, and you have not used a previously voided item as the source document;
(v) You have obtained the receiver’s signed, written authorization for the entry;
(vi) You have not key-entered the routing number, account number or check serial number from the source document;
(vii) You will give us a copy of the receiver’s written authorization for the entry within five days after we request it;
(viii) You have given the receiver of the entry a receipt for that entry that contains all of the information required under the rules; and
(ix) You will comply with all rules and regulations under the Rules for POP Entries.
(e) URCK (Re-presented Check) Entries U. If you send us debit entries using the RCK entry class code (each an “RCK Entry”), you further represent and warrant to us and agree that:
(i) The entry is sent to collect a check or draft drawn on a consumer account that has been returned;
(ii) You have good title to and are entitled to enforce the returned item to which the entry relates and can transfer good title to us;
(iii) All signatures on the returned item to which the entry relates are authentic and authorized;
(iv) The returned item to which the entry relates has not been altered and the entry is for no more than the face value of such item;
(v) The returned item to which the entry relates is not subject to any defense or claim in recoupment of any person, including any defense or claim that could be asserted against us;
(vi) You have no knowledge of any insolvency proceeding commenced with respect to the maker, acceptor or drawer of the returned item to which the entry relates;
(vii) The returned item to which the entry relates is drawn on, payable through, or payable at the RDFI, and the amount
of the item, the item number, and the account number contained on such item have been accurately reflected in the entry;
(viii) Neither the returned item to which the entry relates nor a copy of such item will be presented to the RDFI, unless the related entry has been returned by the RDFI;
(ix) The information encoded after issue in magnetic ink on the returned item to which the entry relates is correct;
(x) Any restrictive endorsement made by you or your agent on the returned item to which the entry relates is void or ineffective upon initiation of the entry;
(xi) The item is an eligible item as defined in the rules;
(xii) You have given the receiver of the entry a notice that clearly and conspicuously states the terms of the represented check entry policy in advance of receiving the item to which the entry relates;
(xiii) You will maintain a copy of the front and back of the returned item to which the entry relates for seven years from the settlement date of the entry;
(xiv) You will give us either the original returned item to which the entry relates (if we request it within 90 days of the settlement date) or a copy of the front and back of such item within five business days of our request;
(xv) The entry was transmitted in time for us to transmit the entry to the RDFI’s ACH operator by midnight of the second banking day following the banking day of receipt of the presentment notice for the returned item to which the entry relates; and
(xvi) You will comply with the rules for RCK Entries.
(f) UTEL (Telephone-Initiated) Entries U. If you send us debit entries using the TEL entry class code (each a “TEL entry”), you further represent and warrant to us and agree that:
(i) You have used commercially reasonable procedures to verify the identity of the receiver of the entry;
(ii) You have used commercially reasonable procedures to verify that the routing number associated with the entry is valid;
(iii) You have obtained oral authorization from the receiver for the entry, and the authorization complies with the rules and contains all of the information required under the rules;
(iv) For an authorization relating to a single entry TEL entry, you will either make an audio recording of the oral
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authorization, or provide the receiver with written notice confirming the oral authorization prior to the settlement date of the entry;
(v) For an authorization relating to recurring TEL entries, you will comply with the requirements of Regulation E for the authorization of preauthorized transfers, including the requirement to send a copy of the authorization to the receiver;
(vi) For a single entry TEL entry, you will retain the original or a microfilm or microfilm equivalent copy of the written notice or the original or a duplicate audio recording of the oral authorization for two years from the date of the authorization, and you will give us a copy of such audio recording or such notice immediately upon our request;
(vii) For recurring TEL entries, you will retain for two years from the termination or revocation of the authorization (a) the original or a duplicate audio recording of the oral authorization, and (b) evidence that a copy of the authorization was provided to the receiver in compliance with Regulation E; and
(viii) You will comply with all rules and regulations under the rules for TEL Entries.
(g) UWEB (Internet-Initiated/Mobile) Entries U. If you send us debit entries using the WEB entry class code (each a “WEB entry”), you further represent and warrant to us and agree that:
(i) The entry is transmitted pursuant to an authorization that is obtained from the receiver via the Internet or Wireless Network to effect a transfer of funds from a consumer account of the receiver, or pursuant to any authorization permitted by the rules if the receiver’s instruction for the initiation of the individual debit entry is designed to be communicated via a Wireless Network;
(ii) You have employed a commercially reasonable fraudulent transaction detection system to screen the entry;
(iii) You have used commercially reasonable procedures to verify the identity of the receiver of the entry;
(iv) You have utilized commercially reasonable procedures to verify that the routing number associated with the entry is valid;
(v) You have used encryption for transmittal of banking information related to any entry or you have established a secure Internet session with the receiver of the entry, in either case utilizing commercially reasonable security technology providing a level of security that, at a minimum, is equivalent to 128-bit encryption technology prior to the receiver’s key entry and through transmission to the originator of any banking information, including, but not limited to, any entry, the receiver’s routing number, account number and PIN number or other identification symbol;
(vi) You will conduct or have conducted annual audits to ensure that the financial information you obtain from receivers is protected by security practices and procedures that include, at a minimum, adequate levels of (A) physical security to protect against theft, tampering, or damage, (B) personnel and access controls to protect against unauthorized access and use, and (C) network security to ensure secure capture, storage, and distribution;
(vii) You will provide us upon request with proof that is satisfactory to us that your annual security audit has been properly conducted;
(viii) You have obtained a properly authenticated authorization from the receiver complying with the rules, and shall give us a copy of that authorization within five days after we request it; and
(ix) You will comply with the rules for WEB Entries.
(h) UReturn Fee Entries U. If you send us a debit entry for a return fee charged to a recevier for a debit entry or other item that was returned for insufficient or uncollected funds (a “Return Fee Entry”), you further represent and warrant to us and agree that:
(i) The Return Fee Entry is in relation to the return of either (a) a debit entry to a consumer account of a receiver; (b) an ARC, BOC or POP entry to a non-consumer account of a receiver; or (c) an item that was eligible to be converted to a debit entry, but was not converted to an entry;
(ii) The Return Fee Entry is for the purpose of collecting a return fee that is permitted under the rules for Return Fee Entries, and you have satisfied all requirements with respect to the returned item in order to originate the Return Fee Entry;
(iii) If you have satisfied the requirements for authorization of a Return Fee Entry by providing notice to the receiver at the time that the underlying entry was authorized or the original item was accepted, the notice included the following, or substantialy similar, language:
"If your payment is returned unpaid, you authorize us to make a one-time electronic fund transfer from your account to collect a fee of [$ ];” or
“If your payment is returned unpaid, you authorize us to make a one-time electronic fund transfer from your account to collect a fee. The fee will be determined [by/as follows]: [ ]”’;
(iv) You have not and will not impose any other return fee in relation to the underlying entry or item that was returned unpaid; and
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(v) You have complied with all rules for Return Fee Entries, including formatting requirements and settlement date requirements, if applicable.
20. UAudit Rights U. At any time, upon two days’ prior notice, we may perform a remote or onsite audit of your systems, procedures and controls, and records as we deem necessary to determine your compliance with the rules and these ACH origination terms and conditions. You will provide us with reasonable assistance and information to conduct such audit, including reasonable access to operating systems, policies, procedures, records, and other materials.
21. UNotices U. Oral notices or communications relating to entries, instructions and these ACH origination terms and conditions must be given (a) if to us, to your treasury management sales officer, treasury
management customer service specialist or as otherwise provided in these terms or conditions or the ACH origination reference materials and (b) if to you, to the telephone number you provide in your ACH origination service profiles as they are in effect at the relevant time. Written notices, instructions, directions, confirmations, verifications, or other communications with respect to entries and these ACH origination terms and conditions must be given (a) if to us, to your treasury management sales officer, treasury management customer service specialist or as otherwise provided these terms or conditions or the ACH origination reference materials and (b) if to you, at the address reflected in our records. You and we may both change our telephone number(s) or address(es) by giving written notice to each other.
Cash Concentration Service
1. UDescription of the CashCon Service U. The SunTrust Cash Concentration or "CashCon" service allows you to manage your available balances at other financial institutions by sending debit entries to those accounts through the automated clearing house, which is a funds transfer system for sending and settling electronic entries among participating financial institutions. Details regarding CashCon’s functionality and certain requirements that you must follow when using the CashCon service are provided in the CashCon reference materials as they are updated from time to time.
2. UFunctioning of the CashCon Service U. Under the CashCon Service, we act as the originating depository financial institution or “ODFI” with respect to debit entries that you send us or that are sent to us on your behalf that are directed to your accounts at other financial institutions that you have identified (in a form acceptable to us) and we have included in our implementation of your setup for the CashCon Service. The accounts that you maintain at other financial institutions are referred to as the “reporting location accounts”. Debit entries directed to a reporting location account are referred to as “concentration” entries. You will be the “originator” for each of those entries. Your use of the CashCon service is subject to the terms and conditions for the ACH origination service.
3. UImplementation of CashCon Setup U. We need certain information to implement your setup for the CashCon service. You agree to give us all of this information in a form that is acceptable to us. The SunTrust account used to settle concentration entries is referred to as the "designated account." A reporting location account must use the same designated account to settle concentration entries. However, each reporting location account may use a different designated account and any designated account may be used to settle concentration entries for multiple reporting location accounts. The designated accounts are identified in your CashCon Service profiles as they are in effect at the relevant time.
4. UOrigination and Processing of Entries U. You must send all concentration entries to us by using one of the following delivery methods: (a) calling our voice response system, (b) calling one of our live operators, (c) logging on to our CashCon web site or (d) accessing
our dial-up corporate control service. The telephone numbers and the Internet address are provided in the CashCon reference materials. If we receive your concentration entries after the delivery deadline set forth in the CashCon reference materials, we will treat them as if we received them on our next business day. We will format, process and settle to the relevant designated account all concentration entries that we receive from you in accordance with the rules, these CashCon terms and conditions and the terms and conditions for the ACH origination service.
5. USecurity Procedures U. The following security procedures apply to your use of the CashCon service:
(a) UCompany Number U. We will give you an authorization code that the voice response system, our live operators, the web site and the corporate control service may refer to as the company number. The company number is not unique to you and we may give the same company number to multiple clients. You must use the company number to send us a concentration entry through any delivery method for any reporting location account that we have included in your setup for the CashCon service.
(b) UID Number, Location Code or Location U. We will also give you an authorization code(s) for each reporting location account that we have included in our implementation of your setup for the CashCon service. The voice response system and our live operators may refer to this code as the ID number, the web site may refer to it as the location code and the corporate control service may refer to it as the location. Each ID number, location code or location is limited to initiating concentration entries to a particular reporting location account. You must use the appropriate ID number, location code or location to send us a concentration entry through any delivery method for each reporting location account that we have included in your setup for the CashCon service.
(c) UCompany Password and PINs U. For the web site, we will give you (a) a single authorization code that the web site may refer to as a password and (b) an authorization code for each location code that the web site may refer to as a PIN. The password is linked to the company number. As with the company number, the password is not
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unique to you and we may give the same password to multiple clients. Each PIN, however, is uniquely linked to a particular location code. You must use the company number, password and the appropriate location code and PIN to log onto the web site and send us a concentration entry for each reporting location account that we have included in your setup for the CashCon service.
(d) UDivision Code and Password U. For the corporate control service, we will give you two authorization codes that the corporate control service may refer to as a division number and division password. The division number and division password are unique to you, but are not unique to any particular reporting location account. You must use the company number, division number, division password and the appropriate location to log onto the corporate control service and send us a concentration entry for each reporting location account that we have included in your setup for the CashCon service.
The authorization codes are not user-specific. This means that all of your authorized users must use the same set of authorization codes to initiate a concentration entry for a particular reporting location account. We will send all of the authorization codes to the person(s) identified in
your CashCon service profiles as they are in effect at the relevant time. Each such person will act as your “contact” with respect to the authorization codes we send to him or her and will have all of the rights and responsibilities described in the general terms and conditions. You agree that these security procedures are commercially reasonable.
6. UACH Origination Service U. These CashCon terms and conditions are expressly made a part of the terms and conditions for the ACH origination service and are subject to the terms and conditions thereof. Terms that are defined in the terms and conditions for the ACH origination service have the same meanings when used in these CashCon terms and conditions. If there is any inconsistency on a particular issue between these CashCon terms and conditions and the terms and conditions for the ACH origination service, these CashCon terms and conditions will control. You understand and agree, however, that our agreement to provide the CashCon service does not permit you to use any other aspect of the ACH origination service unless we have agreed to include it in our implementation of your setup for the ACH origination service.
Cash Vault Service
1. UDescription of the Cash Vault Service U. The SunTrust cash vault service is designed to facilitate your cash and deposit needs. Details regarding the cash vault service’s functionality and certain requirements that you must follow when using the cash vault service are provided in the cash vault reference materials as we update them from time to time.
2. UDefinitionsU. The following terms have the specified meanings for the purposes of these cash vault terms and conditions:
(a) “UAccount U” means the account(s) identified in your cash vault service profiles as they are in effect at the relevant time to which deposits will be made and from which cash orders will be funded.
(b) “UArmored courier U” means the armored courier you select that uses secure, marked vehicles and armed personnel to transport deposits and cash orders.
(c) “UAuthorized user U” means any person that you are deemed to have authorized to place cash orders up to the order limit, including each person you have designated (in a form acceptable to us) as an authorized user.
(d) “UBusiness day U” means Monday through Friday, excluding holidays that we observe.
(e) “UCash orders U” means those orders you give us for the delivery of U.S. coins or currency by armored courier.
(f) “UCash vault(s) U” means the cash vault(s) that we have designated as serving your business location(s).
(g) “UContaminated currency U” means any currency which the Federal Reserve Bank classifies as contaminated, including any currency damaged by or exposed to a contaminant hazard (including any chemical, radioactive or biological substances) that may present a health or safety risk or that cannot be processed under normal operating procedures.
(h) “UDeposits U” means deposits of funds that you deliver to the cash vault and are processed in accordance with these cash vault terms and conditions.
(i) “UFunds U” means U.S. coins, currency, checks and other negotiable items.
(j) “UMutilated coins U” means any coins that have been bent or twisted out of shape, punched, clipped, plugged, fused or defaced but that can be identified as to genuineness and denomination.
(k) “UMutilated currency U” means any currency that has been damaged to the extent that one-half or less of the note remains, or its condition is such that its value is questionable and special examination is required before any exchange is made.
(l) “UOrder limit U” means the maximum dollar value of cash orders that you have designated (in a form acceptable to us) that may be requested on any business day for each of your locations.
3. UYour Obligations in Making Deposits U.
(a) You must collect and count funds and place them in a sealed, disposable deposit bag(s) or similarly designed tamper-proof bag(s) (each such bag is referred to in these cash vault terms and conditions as a “sealed deposit”) clearly marked with your name or
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identification number. Each sealed deposit must be prepared in accordance with the requirements set forth in the cash vault reference materials. A deposit ticket listing your name, deposit account number and the amount of funds must be included in each sealed deposit.
(b) You must cause sealed deposits to be delivered by the armored courier to the appropriate cash vault for each of your locations. We may reject, impose a special fee on and/or delay processing of any deposit if (i) the deposit ticket does not match the amount of the deposit, (ii) the deposit was not prepared in accordance with the requirements set forth in the cash vault reference materials, (iii) the deposit is delivered to the wrong cash vault, (iv) the deposit is delivered by anyone other than the armored courier or (v) any deposit bag appears to be unsealed or to have been tampered with.
(c) In the event that we accept delivery of an unsealed deposit bag or a deposit bag that appears to have been tampered with (each such bag is referred to in these cash vault terms and conditions as an “unsealed deposit”), we will give you notice on the day we receive it. Unless you have previously given us instructions on how to process unsealed deposits, we will not process or take any action regarding an unsealed deposit until you give us an instruction (in a form acceptable to us) regarding its disposition.
4. UOur Obligations for Processing Deposits U.
(a) We will open each sealed deposit, verify the contents against the deposit ticket and deposit funds to the relevant account. We will process deposits within 24 hours of delivery to the cash vault. If there is any discrepancy between the total amount of the deposit reflected by you on the deposit ticket and the amount counted by us, our count will be final. If we detect any counterfeit or illegally altered coins or currency in a deposit, we will forward it to the Secret Service and charge the relevant account for the difference. A deposit adjustment notice will be sent to you on the day that the discrepancy or counterfeit is discovered.
(b) The relationship of debtor and creditor will not exist between you and us until we deposit the funds to your account.
5. UCash Orders U. You acknowledge that each authorized user has authority to place cash orders up to the order limits for delivery to your location. We may place a “hold” on your account for the amount of a cash order as soon as we receive it, and we will charge your account for the cash order when we deliver it to the armored courier. We reserve the right to reduce cash orders to maintain our inventory of coins and currency.
6. UAuthorization Codes and Security Procedures U. If you place cash orders through our voice response unit, one of our on-line services or another automated ordering system, we will provide authorization codes for each of your authorized users. We will deliver the authorization codes directly to each authorized user or to the person(s) you have designated as your “contact” at the relevant physical or electronic address you have designated (in a form acceptable to us). The security procedures for cash orders placed through one of these methods may include the requirement that your authorized users use
their authorization codes when placing a cash order. You agree that those security procedures are commercially reasonable.
7. URisk of Delivery U.
(a) You are solely responsible for engaging the armored courier and assume any and all risks incidental to or arising out of selection of the armored carrier, the delivery of deposits to us and the delivery of cash orders to you. We have no responsibility or liability for a deposit until we accept possession of it from the armored courier (as evidenced by one of our authorized representatives signing the armored courier’s manifest acknowledging receipt of a designated number of deposit bags included in the deposit) or for cash orders after we deliver them to the armored courier. If a deposit is lost in transit, you are responsible for recreating that deposit.
(b) The armored courier must be acceptable to us, in our sole discretion. If we determine, in our sole discretion, that the armored courier’s service is not satisfactory, we may terminate your ability to use the cash vault service by giving you 10 days notice, unless you have engaged a new armored courier satisfactory to us, in our sole discretion, within that 10-day period.
8. UContaminated and Mutilated Coins or Currency U.
(a) Contaminated currency must be delivered to us in a separate sealed, tamper-evident disposable deposit bag, clearly labeled as “Contaminated Currency.” You must provide documentation stating the type and extent of the contamination, a breakdown by denomination of the currency and a deposit slip for the declared value. The deposit bag and 2 copies of the required documentation must be placed in a second sealed, tamper-evident, disposable deposit bag with stated value recorded on the bag. We will forward the deposit of contaminated currency to the Federal Reserve Bank for processing. Once the Federal Reserve Bank has provided confirmation of value, we will credit your account for the value assigned.
(b) Mutilated coins or currency must be delivered to us in a separate sealed, tamper-evident disposable deposit bag, clearly labeled as “mutilated coins” or “mutilated currency” as appropriate. You must provide documentation stating the estimated value of the mutilated coins or currency, a break down by denomination of the coins or currency, an explanation of how the coins or currency became mutilated, and a deposit slip for the estimated value of the deposit. The deposit bag and 2 copies of the required documentation must be placed in a second sealed, tamper-evident, disposable deposit bag with stated value recorded on the bag. We will forward the deposit of coins to the U.S. Mint and the deposit of mutilated currency to the U.S. Department of the Treasury. Once the U.S. Mint or the U.S. Department of the Treasury has provided confirmation of the value of the mutilated coins or currency, we will credit your account for the value assigned.
(c) If there is any discrepancy between the value of the contaminated currency or mutilated coins or currency assigned by you and the amount counted by us or by the Federal Reserve Bank, U.S. Department of the Treasury or the U.S. Mint, our count or the count of the Federal Reserve Bank, U.S. Mint or the U.S. Department of the Treasury will be final. We will charge you for any additional fees
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charged by the Federal Reserve Bank for processing any contaminated currency, by the U.S. Mint for processing any mutilated coins or by the U.S. Department of the Treasury for processing any mutilated currency.
(d) We may refuse to accept any contaminated or mutilated coins or currency unless we have given our prior approval for the delivery of such coins or currency. If any contaminated currency or mutilated coins or currency is included in a deposit and not contained in separate marked deposit bag, we may refuse to process all or part of
the deposit, may return the deposit or the contaminated currency or mutilated coins or currency contained in the deposit or may refuse to give credit for the contaminated currency or mutilated coins or currency, and we will charge the account for the amount of any contaminated currency the Federal Reserve Bank has refused to process for which your account was given provisional credit. We have no liability for the amount of any contaminated currency or mutilated coins or currency included in any deposit and not contained in a separate marked deposit bag as required above.
Controlled Disbursement Service
1. UDescription of the CDA Service U. The SunTrust Controlled Disbursement Account or “CDA” service allows you to improve control over daily cash requirements by allowing you to defer funding of check disbursements until the day they are presented for payment.
2. UOperation of the CDA Service U.
(a) As a part of our implementation of your setup for the CDA service, we will provide you with a set of specifications that checks issued against a disbursement account must meet. These specifications include specific routing number and magnetic ink encoding requirements that must be met in order for the CDA service to operate correctly. Using checks that do not meet these specifications can result in daily out-of-balance situations in a disbursement account. You must give us voided sample checks for each disbursement account so that we may test those checks for compliance with the specifications. Once we complete our testing, we will send you a notice that your sample checks are acceptable or that they fail to meet our specifications. You may not issue checks against a disbursement account until you have received a notice from us that your sample checks for that account are acceptable.
(b) On each banking day, we will make information available to you regarding the total dollar amount of all checks that have been presented for payment against each disbursement account that day before the controlled disbursement reporting time(s) that we separately disclose to you from time to time. We will make this information available to you through one of our online services.
(c) You understand that we provide presentment information to you solely to assist you in funding your disbursement accounts. The CDA service does not relieve you of the obligation to fund your disbursement accounts appropriately. As a result, you agree to have sufficient available funds on deposit in each disbursement account to pay all checks presented against that account, whether or not we have notified you of the presentment of those checks. If the presentment information is not available by the reporting time, you should consider
using an estimate based on historical information. The disbursement account may be funded by a transfer of available balances from another account with us, a wire transfer of funds from an account at another financial institution, or an approved line of credit from us. Whatever method is used, we must receive that funding by the funding deadline(s) that we separately disclose to you from time to time. In the event a disbursement account is not adequately funded on the date of presentment, we may return items for which there are not sufficient funds or, if we have previously approved a line of credit to you, we may extend credit to you in an amount sufficient to cover such items.
(d) If any ACH or other electronic debits are presented against a disbursement account, those debits may not be included in the information we provide you regarding daily presentments. In that event, you must adjust your funding of the disbursement account to cover the ACH or other electronic debits.
(e) You agree and understand that the purpose of the CDA service is to improve control over daily cash requirements by allowing you to defer funding of check disbursements until the day they are presented for payment, and not to delay the collection of funds by the payees.
3. UDuration and Changing of Options U. Once you have confirmed a CDA service profile and we have included the information from it in our implementation of your setup for the CDA service, it remains in effect until (a) your use of the CDA service or the agreement is terminated or (b) you confirm a CDA service profile that adds to or deletes from your previous selections and we have had a reasonable time to act on it before we receive the relevant checks.
4. UTermination U. We may terminate the CDA service immediately by giving you written notice of the termination. You may terminate the CDA service by giving us written notice of the termination, provided that any termination by you will not be effective until we have had a reasonable time to act on your notice.
Controlled Payment Service
1. UDescription of the CPR Service U. The SunTrust Controlled Payment or “CPR” service allows you to give us instructions to return certain checks that you believe may be fraudulent or not validly issued. Details regarding CPR’s functionality and certain formatting and other technical requirements that you must follow when using the CPR service are provided in the CPR reference materials as we update them from time to time.
2. UOperation of the CPR Service U.
(a) You must transmit an issue file to us on each day on which you have issued any checks against any account that is included in your setup for the CPR service. We must receive that issue file by the issue deadline set forth in the CPR reference materials and it must contain all of the information set forth in the CPR reference materials
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with respect to each check you issued that day. You may send us a separate issue file for each account, or you may send us an aggregate issue file for all of the accounts that are included in your setup for the CPR service. Once we have received your issue file, we will compare the information in that issue file with the information in our systems with respect to checks (A) that have been presented to us through normal check clearing channels for payment against the relevant account, and (B) for which we have provisionally settled but have not yet posted to the relevant account. You authorize us to post, finally pay and charge against the relevant account, each check that matches the information in your issue file. We will notify you of each presented check that is not included in the issue file that we received from you or that reflects information that does not match the information in the issue file we received from you. The checks that are not listed or for which the information does not match are referred to as “mismatched checks.” You must instruct us to pay or return each mismatched check by the payment decision deadline set forth in the CPR reference materials. Your instructions must contain all of the information with respect to each mismatched check set forth in the CPR reference materials. You may elect one of two ways for us to deal with mismatched items if you fail to give us a pay or return decision by the payment decision deadline. Under the “return default” option, you authorize us to return unpaid each mismatched check unless we receive an instruction from you to pay it before the payment decision deadline. Even if you select a return default option, we may post, finally pay and charge against the relevant account a mismatched check you haven’t decisioned (A) as otherwise provided below, for mismatched checks presented over the counter in one of our branches and (B) mismatched checks that we believe in good faith result solely from encoding errors. Under the “pay default” option, you authorize us to post, finally pay and charge each mismatched check against the relevant account unless we receive an instruction from you to return it before the payment decision deadline. Your election of these options is reflected in your CPR service profiles as they are in effect at the relevant time. We may give you the option of not providing information in your issue file on one or more check attributes (such as the payee's name) that the CPR service is capable of matching. Of course, not matching all available check attributes increases the risk that a fraudulent check will not be detected as a mismatched check. As a result, if you make the business decision of not providing information in your issue file with respect to all available check attributes, you agree that, in addition to the other limits on our liability provided in these CPR terms and conditions, we will not be liable for paying any check that is fraudulent with respect to the attributes for which you failed to provide us information, so long as we otherwise satisfied our duty of care with respect to the other aspects of the CPR service in processing that check.
(b) As part of the CPR service, we will also make your issue files available to our branches to assist our tellers in cashing checks. This is referred to as “teller access.” We provide teller access because fraud involving checks presented to tellers for cashing is a common form of check fraud. Using our teller access service is a good way to defend against that form of fraud. If a check presented for payment over the counter in one of our branches against an account that uses teller access (i) is presented before we have received and processed an issue file for such check or (ii) is a mismatched check, we will attempt to obtain approval for payment of the mismatched check by calling one of
the people you must designate as a “telephone representative” for the relevant account in your CPR service profile(s) in effect at the relevant time. We will make one attempt to call each telephone representative for the relevant account until we have reached one of them. Each telephone representative is authorized to instruct us to pay or return any mismatched check. If the telephone representative we contact instructs us to pay the check, then you have authorized us to post, finally pay and charge the check against the relevant account. If we are unable to contact a telephone representative, or the telephone representative we contact does not instruct us to pay the mismatched check, then you have authorized us to return the check to the person presenting it to us. Our documentation showing that we contacted or attempted to contact your telephone representatives will be conclusive evidence as to the reason for the action we took. If you do not name at least one telephone representative for each account for which you have elected the CPR service or you fail to keep the telephone representative information reflected in the relevant service profile up to date, you will be deemed to have “opted out” of the teller access service for that account and you agree that we will not have any liability for paying any check presented over the counter in one of our branches, whether or not such check bears a forged or unauthorized signature or is counterfeit, altered or otherwise fraudulent or not validly issued, so long as we otherwise process that check in accordance with our standard check cashing procedures.
3. UTransmission of InformationnU. We will transmit information regarding mismatches to you by using certain of our online services. You must transmit your issue files and your pay or return decisions to us by using certain of our online services. Your issue files and pay or return decisions must be in a format we have approved. There may be unique situations where the relevant online service is not available. If that occurs then a mutually agreed-upon alternative delivery method and process will be used to provide the relevant information to you and for you to provide your issue files and/or your pay or return decision to us.
4. ULimits on Our Liability U. You acknowledge that we will rely completely on information and instructions you give us in providing the CPR service to you and that we are not required to inspect any attribute of a check (other than those included in the relevant issue file) that is processed through the CPR service. As a result, you agree that, in addition to any other limitations on our liability under the agreement, we will not have any liability for (a) following instructions we receive from any person we believe in good faith is one of your authorized representatives or telephone representatives or (b) paying or returning any check in accordance with the terms of this these CPR terms and conditions, including any check that (i) bears a forged or unauthorized signature or is counterfeit or otherwise not validly issued or (ii) is altered or otherwise fraudulent with respect to an attribute that the CPR service is designed to match. Moreover, you acknowledge that the CPR service is not a substitute for our stop payment service and you agree not to report an item as “void” if you have released the item. Finally, you understand and agree that the purpose of the CPR service is to improve reconciliation of checks and eliminate traditional stop payment procedures, and not to delay the collection of funds.
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5. USuspension of Service U. You agree that you will be in material breach of these CPR terms and conditions if you repeatedly fail to meet any of the deadlines described in the CPR reference materials or have an excessive number of checks not reported on your issue file for the CPR service or for which the information is not consistent with our
information on checks that have been presented against the relevant account. In addition to any other rights we may have under this the agreement or applicable law, we may immediately suspend your use of the CPR service.
eClaim Revenue Gateway Service
1. UDescription of the eClaim Service U. The SunTrust eClaim Revenue Gateway or “eClaim” service facilitates healthcare revenue cycle management by presenting information that allows you to manage your healthcare transaction data. The eClaim service allows you to reconcile your health care claims data with electronic remittance advices and other payment data received from third-party payers and patients. Claims, remittance advices, and payment data are posted to the eClaim Revenue Gateway website in a user friendly (human readable) format for archiving, research, and reporting. Features of the eClaim service are described generally in these terms and conditions. Further details regarding functionality of the eClaim service and information regarding certain formatting, security, and other technical requirements you must follow are provided in the eClaim reference materials. The eClaim service profile(s) that you complete reflect certain instructions you have given us regarding your setup of the eClaim service, including but not limited to the account(s) linked to the eClaim service, the security administrator(s) you have identified, and the service features you have selected. Certain additional information and instructions you give us regarding your setup of the eClaim service will be recorded in our internal implementation/setup forms. Before you may begin using the eClaim service, you must confirm (in a manner acceptable to us) that your service profiles are correct, and you must provide all additional information that we require to complete your setup of the eClaim service.
2. UClaims Reassociation, Reconciliation and Posting U. To allow for reassociation of previously submitted claims to the payment data received in or submitted to the eClaim service, you must submit a file containing electronic copies of your health care claims data (relating to claims generated through your practice management system or hospital information system which you have separately submitted to payers for payment) to the eClaim service. You must submit your electronic claims file to us in ANSI 837 format or other format that we have approved. The claims will then be posted to the eClaim Revenue Gateway Website for reassociation and reconciliation with payment data received in the eClaim system.
3. UThird-Party Payer Enrollment. To receive electronic remittance advices (ERAs) through the eClaim service from a third-party payer participating in that feature of the eClaim network, you must enroll the applicable provider with the participating third-party payer through the eClaim service. A list of third-party payers that participate in the eClaim network is provided in the eClaim reference materials. If you elect to enroll a provider with a participating third-party payer, we will assist you in the enrollment process as described in the eClaim reference materials.
4. UElectronic Payment Data Processing U. The types of electronic payment data that can be submitted to the eClaim service for claims
reassociation, reconciliation, archiving, research, and reporting include the following: (a) ERA files sent to the eClaim service by a participating third-party payer who has been enrolled with the applicable provider as described in Section 3 above; (b) ERA files you have received directly which you then submit to the eClaim service according to instructions provided in the reference materials; and (c) ACH credit entries or other electronic funds transfers (with addenda records relating to claims information) that are received in any account that is included in your setup of the eClaim service. To allow for reassociation with claims, the electronic payment data must contain details of the relevant claim that is being paid or denied, according to any specifications included in the reference materials. Once electronic payment data is received in the eClaim service, the eClaim service will reformat (as needed) the data into ANSI 835 format or other format that we have approved, and consolidate the electronic payment data into one or more remittance files (each, a “remittance file”) according to the file specifications you have provided to us as set forth in the implementation/setup form(s). The eClaim service will reassociate and reconcile the information in the remittance file(s) to the claims data you have submitted to the eClaim service. We will make the remittance file(s) available to you through a secure, direct file transmission and/or through the eClaim Revenue Gateway Website by the reporting times we have established with you and as set forth in the implementation/setup form(s) and/or the reference materials.
5. Lockbox Payment Data Processing U. If you elect to integrate the eClaim service with one or more of your lockboxes, then the eClaim service enables you to electronically receive (a) data from paper explanations of payments (EOPs) and explanations of benefits (EOBs) sent by third-party payers to the lockbox; (b) data regarding check or credit card payments sent by third-party payers to the lockbox; and (c) data regarding patient check or credit card payments made through the lockbox. If you elect to integrate the eClaim service with a lockbox we provide you under our lockbox services, your use of the lockbox in connection with the eClaim service is subject to the terms and conditions for lockbox services as modified by these eClaim terms and conditions. Upon our prior approval, which may be granted or withheld in our sole discretion, we may allow you to integrate the eClaim service with a lockbox provided by another financial institution or company. In such case, that financial institution or company must send or make available a daily electronic image file of the information received in your lockbox (a “lockbox image file”) to the eClaim service using a secure transmission method and according to the instructions provided in the reference materials. We will process each paper EOP, EOB, invoice remittance document or “coupon”, check, draft, money order and other miscellaneous correspondence that is received in your SunTrust lockbox or, for lockboxes provided by a third-party that we have permitted you to integrate with the eClaim service, that is included in the
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lockbox image file sent to the eClaim service. For payment data received in the lockbox from third-party payers, we will extract the information necessary to generate an ANSI 835 file, and reformat the information into ANSI 835 format. For payment data received from patients and for miscellaneous correspondence received in the lockbox, we will extract the information according to the specifications you have provided to us as set forth in the implementation/setup form(s) and reformat the information into a type of electronic format we have approved. The lockbox payment data will then be consolidated into one or more remittance files according to the file specifications you have provided to us as set forth in the implementation/setup form(s). The eClaim service will reassociate and reconcile the information in the remittance file(s) to the claims data you have submitted to the eClaim service. We will make the remittance file(s) available to you through a secure, direct file transmission and/or through the eClaim Revenue Gateway Website by the reporting times we have established with you and as set forth in the implementation/setup form(s) and/or the reference materials.
6. UReporting Options. The eClaim service offers various reporting options through the eClaim Revenue Gateway website, as described in the eClaim reference materials.
7. Data Transmission, Security Administrators, and Authorization Codes U.
(a) Data Transmission. To send or receive certain electronic health care data to or from the eClaim service through your practice management system or hospital information system, you must (i) establish a secure, direct file transmission with us, and/or (ii) send or receive data through the eClaim Revenue Gateway Website. Details regarding system compatibility requirements, file transmission options, access requirements, and security procedures that must be followed when sending or receiving electronic health care data to us or from us are provided in the eClaim reference materials. Any file transmitted from you in accordance with such procedures will be deemed to be your authorized file. You agree to comply with the security procedures described in these term and conditions and the reference materials when using the eClaim service. You are solely responsible for establishing security procedures to maintain control over which of your users are authorized to send or receive health care data to or from the eClaim service, and which of your users have access to health care data through the eClaim service or through your practice management system or hospital information system.
(b) Security Administrators. You must designate one or more persons who will act as your initial eClaim security administrator(s). Your initial eClaim security administrator(s) will be identified in your eClaim service profile(s). Each of the initial eClaim security administrators may also set up one or more additional eClaim security administrators, pursuant to instructions provided in the reference materials, who in turn can establish additional security administrators. Therefore, in addition to the eClaim security administrators that are reflected in your eClaim service profile(s), the term “eClaim security administrator” includes any other user who is granted administration entitlements by any current eClaim security administrator. In addition to any of the rights and responsibilities of an
eClaim security administrator described in these eClaim terms and conditions or any eClaim reference materials, each of your eClaim security administrators will have all of the rights and responsibilities described in the general terms and conditions. Each of your eClaim security administrators has the ability to create authorized users, according to instructions provided in the reference materials, and to establish each user’s right to use certain functionality of the eClaim service. In that regard, each of your eClaim security administrators may grant any user authorized to use the eClaim service, including themselves, access to any functionality available in the eClaim Revenue Gateway Website. Given the ability of a security administrator to grant administrative and user access rights to others, and the potential cascading of administrative and access rights, you must institute appropriate internal controls and procedures to appoint your initial security administrator(s) and to routinely monitor the actions of your security administrator(s) and those individuals to whom your security administrator(s) has given administrative or user access rights. You may terminate administration entitlements of any eClaim security administrator according to the instructions provided in the reference materials. We will provide security administrator authorization codes directly to the initial security administrator(s) identified in your eClaim service profile(s).
(c) Authorization Codes. To log onto the eClaim Revenue Gateway Website, each of your users is required to enter that user’s authorization codes. No user should give his or her authorization codes to any other person or use them anywhere other than within the eClaim service. The user’s initial authorization codes to access the eClaim Revenue Gateway Website will be supplied as described in the eClaim reference materials. You are solely responsible for developing appropriate checks and balances to effectively control and monitor the use of the eClaim service and authorization codes by all users, including but not limited to each of your eClaim security administrators. At our option, we may request, but we shall not be responsible for requiring, that a user provide additional information or use other additional security procedures to authenticate that user.
8. Use of Third-Party Suppliers and Clearinghouse Status. We utilize the services of one or more third-party suppliers in providing the eClaim service. As a result, you agree that unless the context clearly indicates otherwise, each reference to “we,” “us” and “our” in any provision will be deemed to include the relevant supplier. In addition, one or more of those third-party suppliers may (a) process or facilitate the processing of health information received from another entity in a nonstandard format or containing nonstandard data content into standard data elements or a standard transaction or (b) receive a standard transaction from another entity and process or facilitate the processing of health information into nonstandard format or nonstandard data content for the receiving entity. These actions may cause one or more of those third-party suppliers to be classified as a health care clearinghouse for purposes of 45 C.F.R. § 160.103. However, you acknowledge and agree that neither the actions of one or more of those third-party suppliers nor any provision of these eClaim terms and conditions shall cause SunTrust Bank to be treated as a health care clearinghouse within the meaning of 45 C.F.R. § 160.103.
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9. Additional Information. The eClaim reference materials referred to herein will be made available to you through an Internet-based microsite for this service or otherwise provided to you. The reference materials may include, among other documents, a user manual for eClaim security administrators and a separate user manual for other users of the eClaim service. We may update the reference materials from time to time. In addition to any other disclaimers or limits on our liability in the agreement, you acknowledge and agree that we have no responsibility for (a) your use of payment data or other information you choose to upload and/or access through the eClaim service to perform any management, tracking and/or reconcilement of claims functions, (b) the accuracy, integrity, legality, reliability, or appropriateness of any data submitted to us by you, a third-party payer, or a third-party lockbox provider that is uploaded to the eClaim service, or (c) the failure of any third-party lockbox provider to send your lockbox image file to the eClaim service according to the instructions and by the
deadlines set forth in the reference materials. You also agree that you must comply with all requirements of the Health Insurance Portability and Accountability Act as amended from time to time and all related rules and regulations applicable to you while using the eClaim service.
10. UAuthority for Other Entities. If you ask us to implement a setup of your eClaim service for another person or entity, then you represent and warrant to us that the other person or entity has given you authority to add that person or entity to your setup of the eClaim service, including without limitation authority to submit or receive health care data and claims information of that person or entity to or from the eClaim service and to access any information and accounts of that person or entity through use of the eClaim service to the same extent as if you owned that information and/or accounts.
Electronic Data Interchange
1. UDescription of the EDI Service(s) U. Electronic Data Interchange or “EDI” refers to the electronic exchange of payments, payment-related information and other financial data in formats that meet agreed standards. The EDI services that we offer fall into three categories: (i) payment initiation or “integrated payables,” (ii) payment receipt or “electronic receivables delivery,” and (iii) financial reporting services. Each is described below:
(a) Our integrated payables EDI service allows us to accept an electronic file from you that is used to initiate entries through our ACH origination service and/or create paper checks through our enterprise payment processing service. We do not create or maintain service profiles for this service.
(b) Our EDI reports transmission service allows us to send you a formatted text report or electronic file to report payment and payment-related data from our ACH origination service, scannable
lockbox service and/or wholesale lockbox service to you in various formats.
(c) Our EDI account analysis service allows you to send and receive electronic files to support our account reconciliation, controlled payment and positive payment services (both issue and paid item files), our ACH fraud control service (authorization records) and our account analysis service.
2. UTechnical Requirements and Underlying Services U. Files we receive from you or send to you must be in a format that we have tested and agreed to and must be sent or received by the deadlines specified for the relevant service that we separately disclosed to you so that we can perform the necessary edits and forward the files for the relevant payment or information purposes. The terms and conditions for each service that is utilized through an EDI file continue to apply.
Enterprise Payment Processing Service
1. UDescription of the EPP Service U. The SunTrust enterprise payment processing or "EPP" service is a service where, in accordance with your instructions and servicing guidelines as confirmed by your EPP service profile, we will print and disburse checks and/or create and transmit entries to settle through the Automated Clearing House (“ACH”) Network to pay your designated payees. We utilize a system developed and managed by a vendor in providing the EPP service. As a result, you agree that each reference to “we,” “us” and “our” in any provision in the agreement will, with respect to the EPP service, be deemed to include our vendor. Details regarding the functionality of the EPP service, file delivery methodology and certain formatting and other technical requirements that you must follow when using the EPP service are provided in the EPP reference materials as we update them from time to time.
2. UProcessing of Payments U. Once we have completed our implementation of your setup for the EPP service and you have confirmed your EPP service profile you may use the EPP service.
(a) For each payment entry included in a data file (“payment data”) you transmit to us, we will print and disburse a check in U.S. dollars (or Canadian dollars if so indicated), or create and transmit an ACH credit entry, as reflected in your EPP service profile. Unless you specifically instruct us to process the entry as an ACH entry, we will process the entry as a check. If we have difficulty in establishing an ACH credit entry for a payment we will default to a check entry if sufficient information is available. Each payment data file must follow the formatting, other technical requirements, and file delivery methodology that we have established with you in our implementation of your setup for the EPP service, as evidenced by our records, or that we may otherwise designate in the reference materials from time to time. You acknowledge that sending entries by ACH will result in different obligations and liabilities for you with regard to the legal and regulatory environment for electronic funds transfers as compared to the legal and regulatory environment for checks.You will be solely responsible for ensuring 1Teach check entry complies with the terms and conditions governing the account on which the check entry is drawn, whether maintained with us or any other financial institution 1T.
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(b) Each check printed for a payment entry in a payment data file will be printed in accordance with the format specifications for each check, which we established with you in our implementation of your setup for the EPP service, as set forth in the sample check that you have approved (or will approve during implementation). Each check will be drawn on the account designated in the payment entry for that check in your payment data file. You will be solely responsible for ensuring you have sufficient funds in any account on which a check is drawn to fund all checks we print and disburse. We will not have any responsibility for verifying whether there are sufficient funds in an account, whether maintained with us or any other financial institution, when we print and disburse any checks. If you designate multiple signers for checks drawn on a SunTrust account, the multiple signer requirement is for your internal purposes only and does not impose any obligation, duty, or liability on us. We will supply all standard check stock and other materials, which will be billed through your analysis statement. Non-standard check stock must be approved for use by us and will be purchased on your behalf and inventory will be managed by us with appropriate charges included in your analysis statement.
(c) We will disburse printed checks either by first-class mail or by courier arranged by us or you. If you elect to have printed checks disbursed by first-class mail, we will deliver checks to the United States Postal Service, with appropriate postage paid. Any checks we print that you elect to have delivered to your courier will be available for pickup at the operation center designated by us, with shipping or delivery paid for directly by you. You will be responsible for paying the amount charged by us for postage and courier service arranged by us in connection with your use of the EPP service, and such charges will be included in your analysis statement. We may increase the amount charged for postage and courier services at any time immediately upon an increase in the cost of postage or courier services.
(d) We conduct the check-printing services provided for herein in a secure location accessible only to authorized personnel to whom access is granted in connection with their job responsibilities. Moreover, we will take reasonable steps to (i) prevent unauthorized use of your check stock and signature facsimiles and (ii) preserve the confidentiality of your payment data once in our possession.
(e) If you elect to have the payment for an entry in your payment data file made by ACH, you will be the originator of the ACH entry we create from your payment data file, whether such payment data is transmitted to us through one of our online services or a designated website. In order to elect ACH payments as part of the EPP service, we must have agreed to provide you ACH origination service and you must have confirmed a service profile for ACH origination service. Each ACH entry created in accordance with your payment data file will be settled to one of the settlement accounts designated in your ACH origination service profile. Except as otherwise provided in these EPP terms and conditions, the terms and conditions for the ACH origination service will govern each entry which, in accordance with your payment data file, we create, format and transmit to settle through ACH, including without limitation, those relating to exposure limits and delays or suspension of processing.
(f) Remittance data included with your payment data file may be printed with the corresponding check or made available at our designated website or by separate mailing for ACH entries to the payee at the address provided by you in your payment data file. Remittance data may be made available to the payee at our designated website through the online remittance reporting feature of the EPP service as defined in the reference materials. If you elect to use the online remittance reporting feature, you must provide the payee’s contact and identification information to us. You are solely responsible for notifying your payees that the online remittance information will be available and providing your payees access instructions for the designated website as provided for in Section 9, Payee Access.
3. UTransmission of Payment Data File U. You must transmit your payment data file to us by using one of our online services as defined in the reference materials. You must transmit your payment data file to us by the cut-off deadline we have established in your EPP service profile. Your payment data may not be processed or processing may be delayed if you submit your payment data file after the cut-off time or on a day other than as provided in your EPP service profile. If you wish to make a change to your payment data file (other than adding one or more payment entries), including changes in formatting or technical requirements, adding an account, or changing the settlement account for a payment entry, you must test the changes with us, to our satisfaction, before transmitting a file of payment data containing the changes. Failure to test a payment data file that has been changed prior to submitting the file to us may result in your payment data not processing or the processing being delayed. In the event we experience difficulties receiving or accessing your payment data files, the parties shall cooperate with one another's efforts to access the payment data promptly. We will maintain a copy of all payment data as provided for in the reference materials. Each time you submit a payment data file, we will notify you by email when we receive the file. You must access the designated website or one of our online services, as more specifically described in your EPP service profile and verify the control totals, as more specifically described below and the accuracy of each payment entry included in your payment data. Once you have verified the control totals and the accuracy of the payment data, you will release your payment data files for processing. All payment files will remain suspended until released by you. You are responsible for payment entries included in data files that you release for processing, even if the payment entry is a duplicate of another payment entry or otherwise is submitted by you in error. We are under no obligation to determine if a payment data file or any payment entry in a payment data file is a duplicate of a previously submitted payment data file or payment entry. You agree that our records of payment data files you release for processing will be deemed correct and will control in the event of any dispute regarding a payment data file or payment entry in a data file.
4. UCancellation Instructions. U We have no obligation to honor or process any request to cancel the processing of any of your payment data, to amend any payment data, to pull from disbursement a check printed, or cancel any ACH file created, in accordance with your payment data file and EPP service profile. As an accommodation to you, however, we will use good faith efforts to honor your request to cancel the processing of a payment data file or a payment entry in a payment data file or pull any check printed from disbursement, if your request
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complies with the security procedures and we receive the request at a time and in a manner that gives us a reasonable opportunity to act on it prior to printing or disbursing any checks or prior to creating or transmitting any ACH entry. We are not liable if we are unable to honor your request to cancel the processing of a payment data file or a payment entry in a payment data file or to pull a printed check prior to disbursement. You agree to reimburse us for any expenses we may incur in attempting to honor any such requests.
5. USecurity Procedures. U You agree to comply with the following security procedures in using the EPP service and agree that these security procedures are commercially reasonable.
(a) Online Services. For a payment data file that is transmitted to us through one of our online services you are required to comply with the security procedure for that online service as defined in the reference materials. During our implementation of your setup for the EPP service, you must designate a security administrator for the online service. The security administrator will have full access rights as more fully described in the reference materials.
(b) Control Totals. Each time you submit a payment data file, we will notify you by email when we receive the file. Upon receipt of this email, you must access our online services, as more specifically described in your EPP service profile, and verify the number of check print entries, the number of ACH credit entries, the aggregate dollar amount of all ACH credit entries and the aggregate dollar amount of all check entries (the “control totals”). In addition, you must submit a transmittal form to us indicating the total amount of ACH credit entries in the payment data file.
(c) Cancellations. Instructions canceling a payment data file or any payment entry in a payment data file or requesting that any check created be pulled prior to distribution must be in writing and transmitted to our EPP staff as indicated in the reference materials. We may verify or authenticate any of these instructions by any means we believe to be reasonable in the circumstances, but we are under no obligation to do so. We will have no liability for acting on any of these instructions we believe in good faith to have been given by one of your authorized users.
(d) Payee Access. Before a payee can access our online remittance reporting feature or vendor enrollment feature, that payee must register in the designated website, using access instructions provided by you. Once registered, the payee will choose its own user id and password.
6. URisk of Delivery. U We shall have no responsibility for any checks once delivered to the United States Postal Service or a courier. You assume all risks associated with delays caused by complications arising in the transmission of payment data files and delays in postal service or courier service, except when such delays are caused by our failure to provide the checks by the delivery time or to transmit an ACH entry by the appropriate ACH processing cut off time, provided you submitted the payment data for such payments to us in a timely manner.
7. ULimitation of Liability; Indemnity. U Notwithstanding anything herein to the contrary, we shall have no liability with respect to a check issued or ACH entry transmitted in accordance with the services
described in these EPP terms and conditions, conforming to the payment data or after the period during which we must maintain the payment data with respect thereto. In addition to any obligation you have to indemnify us under the master agreement or the general terms and conditions, you agree to indemnify and hold us harmless from any and all claims, expenses, costs, or liabilities arising out of the issuance of a payment against a payable in dispute or not yet due and payable. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
8. UCreation of Issue File for Positive Pay, Account Reconciliation, or Controlled Payment Service. U You may elect for the printed check information included in your payment data file to be used by us to create a Positive Pay, Account Reconciliation or Controlled Payment issue file on your behalf to be used in connection with one of those services. If you make this election, we must have agreed to provide you the applicable Positive Pay, Account Reconciliation or Controlled Payment service and you must have confirmed a service profile for the service. By making this election, you authorize us to create an issue file on your behalf on each day on which checks are printed against any SunTrust account that is included in your setup for Positive Pay, Account Reconciliation or Controlled Payment service. Each issue file and your use of the Positive Pay, Account Reconciliation or Controlled Payment service is governed by the terms and conditions for each service, including without limitation those relating to limits on our liability and suspending your use of the service.
9. UPayee Access. U Payees have access to several features of EPP service through a designated website.
(a) Online Remittance Reporting Feature-before a payee can access our online remittance reporting feature, that payee must register in the designated website, in compliance with the security procedures referenced herein. The payee’s access and use of the website shall be subject to the terms and conditions posted at the website. Through the website, registered payees may utilize the online remittance reporting feature to view and download documents and information in connection with payments, including remittance data and statements. Documents and information will be available to the payee through the online remittance reporting feature for the number of days provided in the EPP reference materials. Payees will be notified by email when new documents and information are available online. The payee will be deemed to have received any email sent by us to the email address reflected at that time in the payee’s registration information in the designated website. We are not responsible for undelivered emails.
(b) Vendor Enrollment- under the vendor enrollment feature, a registered payee may provide notice through the website to receive payments by ACH rather than by check. This election is for your information and we have no duty to comply with your payee’s election to receive payments by ACH. 1TThis election is not available for payments to a consumer account, as defined in the NACHA Operating Rules. We will notify you if the payee 1Tprovides notice through the website 1T to receive payments by ACH. If you approve such election, you 1T2T must instruct us to make 1T2Tsuch payments by ACH in your payment data file.
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(c) EPP Vendor Services-you or your payees may elect to obtain additional services directly from our EPP vendor, such as, but not limited to, data download capabilities. SunTrust is not a party to providing additional services and is not responsible for any obligations or liabilities that may arise in the course of our vendor providing those additional services to you or your payees.
Image Cash Letter Service
1. UDescription of the ICL Service. UThe SunTrust Image Cash Letter or “ICL” service is intended to allow you to transmit to us for deposit files of electronic images of batches of checks (and associated information describing each check) and check total information, each file an “image cash letter,” in place of forwarding the original checks to us for deposit. Details regarding ICL’s functionality and certain formatting and other technical requirements that you must follow when using the ICL service are provided in the “ICL reference materials” as we update them from time to time. The ICL service is intended for transmission of your electronic images and associated information in one file, not as separate transmissions. The ICL service may also encompass image quality analysis adjustments, image integrity analysis adjustments, duplicate item or duplicate file adjustments and return item adjustments (all as defined in the ICL reference materials) being sent to you. The ICL service may not be used outside the United States without our prior written approval or to transmit an electronic image of a remotely created check (as that term is defined in Regulation CC). These ICL terms and conditions do not otherwise affect any other agreement between you and us relating to deposits of original checks.
2. UOperation of the ICL Service U. You may use the ICL service with respect to the account(s) identified in your ICL service profiles as they are in effect at the relevant time and that we have included in our implementation of your setup for the ICL service.
(a) Each electronic check image included in an image cash letter is an “item” as defined in Article 4, Section 104(a)(9) of the Uniform Commercial Code as adopted in the state whose laws govern this agreement and a “check” as defined in Section 229.2(k) of the Regulation CC, which must be an exact image of the front and back of the original check with full-field magnetic ink character recognition (MICR) line encoding (absent the amount). You should endorse the original check prior to image capture and you must provide an electronic endorsement record in accordance with the ICL reference materials, which are based on our interpretation of the relevant American National Standard Institute (ANSI) standards. Each image cash letter must be formatted, including the batching of images, as provided in the ICL reference materials. To be eligible for processing, an electronic check image must meet the items eligible for exchange requirements as outlined in the ICL reference materials. At a minimum, the item must be a negotiable item and all characters in all MICR fields present on the document must be readable. This will allow you to capture the information required for the image cash letter. It is not acceptable to pass digit errors (represented by an * within a MICR field) on a file forwarded to us. All fields on the MICR line of an electronic check image must be repaired prior to forwarding any files to us. You warrant that any repair of the MICR line fields will be repaired correctly.
(b) You must transmit each image cash letter to us through one of our online services which support the transmission of image cash letters. To submit an image cash letter to us through an online service, you are required to comply with the security procedures for that online service. Any image cash letter transmitted to us in accordance with those security procedures will be deemed an image cash letter of yours, whether or not you actually authorized it. Transmission times, image file receipt times, other applicable deadlines and transmission locations are set forth in the ICL reference materials and/or your ICL service profiles as they are in effect at the relevant time.
(c) Each image (and associated information regarding a check) included in an image cash letter must meet our quality standards for processing an image for deposit as described in the ICL reference materials. Those standards are referred to in these ICL terms and conditions as the “ICL standards.” We may add to or change the ICL standards at any time immediately upon notice to you. Once we receive your image cash letter, as the bank of first deposit, our systems will process each image and associated information included in that image cash letter that are on-us items to determine if all images and associated information satisfy the ICL standards for qualified image cash letters. Also, if your imaging process does not produce acceptable images you will be required to use our unqualified ICL service that performs image quality analysis and image integrity analysis on all items in each image cash letter. This may result in requiring an earlier image file receipt time for your unqualified image cash letter. All image cash letters are also subject to duplicate item and duplicate file detection. If an image and associated information satisfy the ICL standards, the ICL system will accept them. If the ICL system determines an image or associated information does not satisfy the ICL standards, the ICL system may reject the nonconforming image or duplicate item, which shall mean those items are sent back to you for reasons of poor quality, missing images or duplicate items. A summary debit adjustment will be made to your account and a debit advice will be sent to you. Also you may request that the list of rejected images which failed to meet the ICL standards or were found to be duplicates be transmitted through one of our online services to your designated contact identified in your ICL service profiles as they are in effect at relevant time. In addition, any image and associated information included in an image cash letter must satisfy the quality standards of the Federal Reserve Bank or other collecting bank to which we have forwarded an image and associated information for collection, the “collecting bank quality standards.” All check images which fail to meet collecting bank quality standards will be sent to you as a return advice with attached image for each item. There are no specific timelines for these types of adjustments, but they are usually completed within 30 business days of deposit. If an image is rejected for failing to meet the ICL standards or the collecting bank
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quality standards, you must take corrective action to either recapture the image and associated information and submit it in a new image cash letter or submit the original check for deposit. Once you have transmitted an image cash letter to us, you may not cancel it unless we have rejected the file. If more than two percent of the images and associated information included in an image cash letter fail to meet the ICL standards, the entire file may be rejected, which will require you to resubmit that image cash letter.
(d) In using the ICL service, you agree to use formats as indicated below, which may be amended from time to time.
(i) DSTU X9.37 – 2003 TIFF 6.0 CCITT Group IV black and white (Images attached) Paper will be truncated at your location
(ii) Image – Same as above
(iii) Companion Document for exchange – Federal Reserve Bank Adoption of DSTU X9.37 (2003) Image Cash Letter Customer Documentation (Excluding portions referring to Fed specific details)
All files must be sent to us through our Online File Transfer service. You must send a notification to the designated e-mail address as identified in the ICL reference materials, which must include your name, image cash letter file total dollar amount and image cash letter file total item count. Federal Reserve Bank's Image Quality Assurance (IQA) Settings should be adhered to at minimum. This includes the parameters of images relative to length, height, corners, document skew, darkness/lightness, noise and image size compression. These image quality standards are provided in the reference materials. Authentication will be conducted through the Online File Transfer log in process utilizing security procedures and authorization codes. Image Quality Adjustment Detail reporting will be facilitated through the use of our Online Courier service if you elect to use that service.
(e) Once we have accepted an image cash letter for deposit, we will use each image and associated information included in that deposit to process it as an electronic item or, at our option; to create a substitute check. If we elect to process an image and associated information as an electronic item, we will process that image for deposit to your account and forward it for presentment to the drawee bank (as defined below) through the electronic item collection channels that we would otherwise use to present an electronic item to the drawee bank. If we use an image and associated information to create a substitute check, we will process that substitute check for deposit to your account and forward it for presentment to the financial institution on which the original check was drawn or through or at which it was payable (that institution is referred to in these ICL terms and conditions as the “drawee bank”) through the check collection channels that we would otherwise use to present a check to the drawee bank. In either event, your deposit will be subject to the terms of any agreement we have with other financial institutions relating to the presentation of electronic items. We will make funds for each electronic item or substitute check that we process for deposit to your account available to you under the enhanced schedule that applies to your account on the business day that we received the file containing a conforming image of that check.
(f) We must receive your image cash letter by the image file receipt times set forth in the ICL reference materials. In that regard, we are not liable for any delays or errors in transmission of an image cash letter. If the online service you use to transmit your image cash letter is not available, you must make your deposits by another method, such as delivery to us of appropriate CD-ROM(s) containing the image cash letter or delivery of the original checks to us. You may not transmit to us an image cash letter which exceeds 20,000 items per file if you are using the unqualified ICL service or 40,000 items per file if you are using the qualified ICL service. You may send more than one image cash letter each day prior to your image file receipt time.
(g) You agree to make original checks available to us promptly upon our reasonable request. You agree that you will not capture more than one image of (or associated information regarding) any original check and that you will not negotiate, deposit or otherwise transfer any original check to us or to any other person or entity after you have captured an image of (or associated information regarding) it. You also agree that (i) you will not transmit an image of (or associated information regarding) any original check to us more than once (unless that item has been returned to you by us for corrective action), (ii) you will not transmit an image of (or associated information regarding) any original check to us that you previously transmitted to any other person or entity, (iii) you will not transmit an image of (or associated information regarding) any original check to any other person or entity after you have transmitted it to us; (iv) you will not transmit an image of (or associated information regarding) any original check to us if that check has been used as a source document for the initiation of an ACH or other electronic debit; and (v) you will not use any original check as a source document for the initiation of an ACH or other electronic debit after you have transmitted an image of (or associated information regarding) that check to us. You agree to use commercially reasonable security procedures to safeguard the original checks, images and associated information in your possession.
(h) If there is any discrepancy between check image count and/or the total dollar amount of the deposit reflected by you in an image cash letter and our count of check images and/or the total dollar amount of images included in the image cash letter, our count will control and the image cash letter may be rejected. We will also debit your account and send you a deposit adjustment notice for any image which was rejected by us for failing the ICL standards, was determined to be a duplicate, or rejected for failing the collecting bank quality standards, or returned by any collecting bank for any reason.
(i) We may reject, impose a special fee and/or delay processing of any image cash letter if (i) the image cash letter was not prepared and formatted in accordance with the requirements set forth in the ICL reference materials, (ii) the number of check images in the image cash letter or the total dollar amount of the image cash letter does not match what is included in the Cash Letter Control Record for your image cash letter, and (iii) the number of check images in an image cash letter file transmitted to us exceed the number permitted under these ICL terms and conditions.
(j) Returns will be handled by printing substitute checks and returning them through existing return channels.
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3. UYour Representations and Warranties U. You make all of the representations and warranties to us with respect to each electronic check image and associated information that you transmit to us that you would have made if you had deposited the original check into your account. In addition, you represent and warrant to us with respect to each image of and associated information that you transmit to us that (a) the image and associated information (i) accurately represent all of the information on the front and back of the original check at the time the image and associated information were captured and (ii) are otherwise sufficient for us to satisfy our obligations as the truncating and/or reconverting bank and (b) no person or entity will receive a transfer, presentment or return of, or otherwise be charged for, (i) the original check, (ii) an electronic item or substitute check that we create from the image and associated information, or (iii) a paper or electronic representation of the original check or of a substitute check that we create from the image and associated information, such that the person or entity will be asked to make a payment based on a check that it has already paid.
4. UYour Indemnification Obligations U. In addition to any other obligation you have to indemnify us, you agree to defend, indemnify,
protect and hold us, our affiliates and our respective officers, directors, employees, attorneys, agents and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to (a) the receipt by any person or entity of (i) an electronic item, (ii) a substitute check or (iii) a paper or electronic representation of the original check or the substitute check that we create from a electronic check image and associated information that you transmit to us, instead of the original check, or (b) any encoding error on any check included in an image cash letter, or (c) any duplicate item or duplicate file created or authorized by you, or (d) the delayed processing of any returned items by any subsequent bank for any items that were processed as electronic items, or (e) a remotely created check being included in an image cash letter. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
Image Cash Letter Service – Financial Institutions
1. UDescription of the ICL-FI Service U. The SunTrust Image Cash Letter service for financial institutions or “ICL-FI” is intended to allow you to transmit to us for deposit files of electronic images of batches of checks (and associated information describing each check referred to as “presentment notice”) and check total information, each file an “image cash letter,” in place of forwarding the original pre-encoded check deposits to us for deposit. Details regarding ICL-FI’s functionality and certain formatting and other technical requirements that you must follow when using the ICL-FI service are provided in the ECCHO Rules, Section XIX and in the “ICL-FI reference materials” as we update them from time to time. By using this service, you agree to be bound by the Electronic Check Clearing House Organization Operating Rules referred to as “ECCHO Rules” for these electronic image transactions and we will sponsor your membership if you are not currently a member of ECCHO. Unless otherwise agreed upon, you will be charged for the ECCHO sponsorship fees. Unless otherwise indicated, terms used in these ICL-FI terms and conditions shall have the meanings ascribed to such terms in the ECCHO Rules. The ICL-FI service is intended for transmission of your presentment notice and electronic images in one file, not as separate transmissions. The ICL-FI service also encompasses image quality analysis adjustments and return items processing sent to you. The ICL-FI service may not be used outside the United States without our prior written approval or to transmit an electronic image of a remotely created check (as that term is defined in Regulation CC). These ICL-FI terms and conditions do not otherwise affect any other agreement between you and us relating to exchanges under the ECCHO Rules or deposits of original checks.
2. UOperation of the ICL-FI Service U. You may use the ICL-FI Service with respect to the account(s) that are identified in your ICL-FI service profiles as they are in effect at the relevant time and that we have included in our implementation of your setup for the ICL-FI service.
(a) Each electronic check image included in an image cash letter is an “item” under the Uniform Commercial Code, a “check “ under Regulation CC and an “item” under ECCHO Rules which must be an exact image of the front and back of the original check with full MICR line information. You must endorse the original check or the electronic check image with the bank of first deposit endorsement in accordance with the ANSI endorsement requirements, ECCHO Rules and ICL-FI reference materials. Each image cash letter must be formatted, including the batching of images, as provided in the ECCHO Rules and the ICL-FI reference materials. To be eligible for processing, an electronic check image must meet the items eligible for exchange requirements as outlined in the ECCHO Rules, Section III (A). The ECCHO Rules require, at a minimum, that the item be a negotiable item, and all characters in all MICR fields present on the document must be readable. This will allow you to capture the information required for the image cash letter. Repair of the MICR line on documents in order to make the items eligible for processing must be done with responsibilities assigned as outlined in ECCHO Rules, Section III(B). It is not acceptable to pass digit errors (represented by an * within a MICR field) on a file forwarded to us. All fields on the document must be repaired prior to forwarding any files. Repair of the MICR line fields will be governed by ECCHO Rules.
(b) You must transmit each image cash letter to us through one of our online services which support the transmission of image cash letters. To submit an image cash letter to us through an online service, you are required to comply with the security procedures for that online service. Any image cash letter transmitted to us in accordance with those security procedures will be deemed an image cash letter of yours, whether or not you actually authorized it. Transmission times, Image Ledger Cutoff times, other applicable deadlines and transmission locations are set forth in the ICL-FI reference materials and/or your ICL-FI service profiles as they are in effect at the relevant time.
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(c) Each image of (and associated information regarding a check) included in an image cash letter must meet our quality standards for processing an image for deposit as described in the ECCHO Rules and the ICL-FI reference materials. Those standards are referred to in these ICL-FI terms and conditions as the “ICL-FI standards.” We may add to or change the ICL-FI standards at any time immediately upon notice to you. Once we receive your image cash letter, our systems will process each image and associated information included in that image cash letter that are on-us items to determine if that image and associated information satisfy the ICL-FI standards. If an image and associated information satisfy the ICL-FI standards, the ICL-FI system will accept them. If the ICL-FI system determines an image or associated information does not satisfy the ICL-FI standards, the ICL-FI system may reject the nonconforming image, which shall mean those items are sent back to you for reasons of poor quality or missing images. Each day we will fax to your contact that you have designated (in a form acceptable to us) the list of rejected images which failed to meet the ICL-FI standards and this will be followed by a research and adjustment debit advice. In addition any image and associated information included in an image cash letter must satisfy the quality standards of the Federal Reserve Bank or other collecting bank to which we have forwarded an image and associated information for collection, the “collecting bank standards.” All check images which fail to meet Federal Reserve Bank quality standards will be returned as an advice with attached image for each item via U.S. Mail. All check images which fail to meet collecting bank quality standards will result in items coming back in Return Item processing. If an image is rejected for failing to meet the ICL-FI standards or the collecting bank standards, you must either recapture the image and associated information and submit it in a new image cash letter or submit the original check for deposit. Once you have transmitted an image cash letter to us, you may not cancel it.
(d) Once we have received an image cash letter for deposit, we will use each image and associated information included in that deposit to create a substitute check or, at our option; process it as an electronic item. If we use an image and associated information to create a substitute check, we will process that substitute check for deposit to your account and forward it for presentment to the financial institution on which the original check was drawn or through or at which it was payable (that institution is referred to in these ICL-FI terms and conditions as the “drawee bank”) through the check collection channels that we would otherwise use to present a check to the drawee bank. If we elect to process an image and associated information as an electronic item, we will process that image for deposit to your account and forward it for presentment to the paying bank through the electronic item collection channels that we would otherwise use to present an electronic item to the paying bank. In either event, your deposit will be subject to the terms of any agreement we have with other financial institutions relating to the presentation of electronic items. We will make funds for each substitute check or electronic item that we process for deposit to your account available to you under the same schedule that would have applied if you had deposited the original check to your account on the business day that we received the file containing a conforming image of that check.
(e) We must receive your image cash letter by the then-current deadline set forth in the ICL-FI reference materials. In that
regard, we are not liable for any delays or errors in transmission of an image cash letter. If the online service you use to transmit your image cash letter is not available, you must make your deposits by another method, such as delivery of the original checks to us. You may not transmit to us an image cash letter which exceeds 20,000 items per file if you are using the unqualified ICL service or 40,000 items per file if you are using the qualified ICL service. You may send more than one image cash letter each day prior to your image file receipt time.
(f) You agree to make original checks available to us promptly upon our reasonable request. You agree that you will not capture, nor will you allow any of your customers to capture, more than one image of (or associated information regarding) any original check and that you will not negotiate, deposit or otherwise transfer, or allow any of your customers to negotiate, deposit or transfer, any original check to us or to any other person or entity after you have or that customer has captured an image of (or associated information regarding) it. You also agree that (i) you will not transmit an image of (or associated information regarding) any original check to us more than once, (ii) you will not transmit an image of (or associated information regarding) any original check to us that you or one of your customers has previously transmitted to any other person or entity, (iii) neither you nor any of your customers will transmit an image of (or associated information regarding) any original check to any other person or entity after you have transmitted it to us; (iv) you will not transmit an image of (or associated information regarding) any original check to us if that check has been used as a source document for the initiation of an ACH or other electronic debit; and (v) neither you nor any of your customers will use any original check as a source document for the initiation of an ACH or other electronic debit after you have transmitted an image of (or associated information regarding) that check to us. You agree to use and cause your customers to use commercially reasonable security procedures to safeguard the original checks, images and associated information.
(g) If there is any discrepancy between check image count and/or the total dollar amounts of the deposit reflected by you in an image cash letter and our count of check images and/or the total dollar amount of images included in the image cash letter, our count will control and the image cash letter will be rejected. We will also debit your account and send you a deposit adjustment notice for any image which was rejected by us for failing the ICL-FI standards or rejected for failing the Federal Reserve Bank quality standards or returned by any collecting bank for failing its collecting bank standards.
(h) We may reject, impose a special fee and/or delay processing of any image cash letter if (i) the image cash letter was not prepared and formatted in accordance with the requirements set forth in the ECCHO Rules and ICL-FI reference materials, (ii) the number of checks images or batches of check images in the image cash letter, the dollar amount of a batch of check images in an image cash letter or the total dollar amount of the image cash letter does not match what is included in the presentment notice for that image cash letter, and (iii) the number of check images in all image cash letter files transmitted to us on any banking day, exceed the number permitted under these ICL-FI terms and conditions.
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(i) Returns will be handled by printing substitute check documents and returning them through existing paper return channels. As a financial institution you act as the bank of first deposit (BOFD) on all items you deposit with us. This will require you to place a BOFD endorsement on all physical items deposited and/or a 26 record containing the BOFD record on all image cash letter items deposited with us. This endorsement must be in compliance with Regulation CC regarding content and placement, ANSI x9.37 standard, and as provided in ECCHO Rules Section XIX (E).
(j) As the BOFD, you are expected to be the primary agent of resolution of all research items. As the BOFD, your organization has total access to the clearing cycle of each item deposited with us. As your clearing agent, we do not have access to all of the returns information and as such we are less able to resolve all research items. You may re-deposit indemnified copies of previously missing items with us at any time through any depository channel.
3. UYour Representations and Warranties U. You make all of the representations and warranties to us with respect to each electronic check image and associated information that you transmit to us that you would have made if you had deposited the original check into your account. You further agree to the Sending Bank Warranties and Indemnification as provided in ECCHO Rules Section XIX (M).
4. UYour Indemnification Obligations U. In addition to any other obligation you have to indemnify us, you agree to defend, indemnify, protect and hold us, our affiliates and our respective officers, directors, employees, attorneys, agents and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to (a) the receipt by any person or entity of (i) an electronic item, (ii) a substitute check or (iii) a paper or electronic representation of the original check or the substitute check that we create from a electronic check image and associated information that you transmit to us, instead of the original check, or (b) any encoding error on any check included in an image cash letter, or (c) the delayed processing of any returned items by any subsequent bank for any items that were processed as electronic items, or (d) a remotely created check being included in an image cash letter. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
Image Delivery Services
1. UDescription of the Image Delivery Services. U The image file transmission feature for Image Delivery Services includes the delivery of imaged items such as paid items, returned items, deposit tickets and deposited items through the Online File Transfer service. The images of the various items, as well as images or text files of account statements, selected by you are downloaded and transmitted on a variety of time frames. The CD-ROM feature for Image Delivery Services includes the delivery of imaged items such as paid items, returned items, deposit tickets and deposited items with an encrypted CD-ROM delivery process available on a variable basis. The various items selected by you will be imaged, MICR corrected, balanced, and posted before delivery. If any deposited items are out of balance for an account (total of deposited items does not match deposit ticket), then those deposited items will not be included in any of the Image Delivery Services. You may also select certain one-time historical CD-ROM services for any of the imaged items, such as a one month CD-ROM, a twelve month CD-ROM or a seven year archive CD-ROM.
2. USelection of Image Delivery Services U. You may select either image file transmission or CD-ROM delivery method for the various items selected by you with respect to the accounts that you have or may in the future identify to us and that we have agreed to include in your setup for the Image Delivery Services. Your selection for each account is reflected in your Image Delivery service profiles, which may be grouped under a lead account for all accounts capturing the same types of images using the same delivery method. Details regarding these Image Delivery Services, their functionality and certain requirements that you must follow when using the Image Delivery Services are provided in the Image Delivery reference materials as they are updated from time to time.
(a) Image file transmission –after online delivery, you have access to your imaged items along with indexed fields of information that can be downloaded directly into your image archiving systems. Image file transmissions are encrypted and are transmitted using File Transfer Protocol (FTP). You must designate a contact responsible for receiving or retrieving your image file transmissions. You will retrieve your image file transmissions after setup on Online File Transfer service by using the unique user ID and password assigned to your company. If you elect for us to “push” your image file transmissions to you, you can provide us the information needed to access your computer system to deliver the files. We will send the URL address and the user ID and password to the person you designate as your contact.
(b) CD-ROM - after delivery by express mail, you have access to your imaged items along with indexed fields of information to facilitate research and for long term archival purposes. CD-ROM images can be retained on the CD-ROM or downloaded onto your computer. You must designate a security administrator responsible for accepting the software used to access the CD-ROM images. The CD-ROM will be encrypted to protect your data during transit. We will assign encryption codes that your security administrator will use to de-encrypt and access the CD-ROM. Before you may use the CD-ROM Image Delivery Service, you must have or obtain a computer and related software materials necessary to access electronic images of (and associated information regarding) checks that are imaged on the CD-ROM. As part of providing the CD-ROM Image Delivery Service, our vendor will sublicense the software and related materials to you that you need to access electronic images of (and associated information regarding) checks. The software and related materials are referred to as the “software materials”. You must download the software materials and
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install them on a computer that you will use in connection with the Image Delivery Services.
(c) Security Procedures-you agree that the security procedures noted above for the Image Delivery Services you select are commercially reasonable. You are completely responsible for controlling access to and maintaining the confidentiality of the security procedures, authorization codes and encryption codes and you must promptly report any breach of that confidentiality to us. You are also completely responsible for the actions of your users to whom we or your security administrator or your contact provide authorization codes or
encryption codes and any other person who has obtained access to your authorization codes or encryption codes. You represent and warrant that you will maintain commercially reasonable security procedures to prevent unauthorized access to or any misuse of the imaged items or misuse of the information contained in the imaged items once you have received image file transmissions or CD-ROMs.
3. UImaged Items. U You agree that we will have no liability for any missing image or if any image we capture is not legible. Our responsibility for missing or illegible images is to use reasonable efforts to provide a replacement image.
Online Bill Consolidator Service
1. UDescription of the OBC Service U. The Online Bill Consolidator or “OBC” service enables you to receive remittance information regarding payments sent to you through the online bill payment service of any third-party online payment processor (each, an “online payment processor”) that participates in the OBC service. You may use the OBC service with respect to the accounts identified in your OBC service profiles and the online payment processors that are identified in our records, as those profiles and records are in effect at the relevant time, and that we have included in our implementation of your setup for the OBC service. Details regarding the OBC service’s functionality and requirements that you must follow when using the OBC service are provided in the OBC reference materials, as we update them from time to time.
2. UEnrolling as a Biller U.
(a) You authorize us to enroll you as a biller for which remittance information should be provided to us in each online bill payment service identified in our records as they are in effect at the relevant time using the information you give us in connection with our implementation of your OBC setup. That information is referred to in these OBC terms and conditions as your “biller profile.” You must ensure that all information you give (or a third party on your behalf gives) us or an online payment processor to enroll you as a biller or otherwise for use in the online bill payment service of an online payment processor is complete and accurate at all times and in all respects. If you learn or have reason to believe that any such information is or may not be complete and accurate in all respects, then you must notify us as soon as reasonably practical and take such operational and other steps as we or the applicable online payment processor reasonably require to correct the information and appropriately adjust any sums remitted in response to our reliance on the incomplete or inaccurate information.
(b) You represent and warrant to us that you do not owe any outstanding amounts to an online payment processor and that you are not currently using (and, so long as we are providing the OBC service to you, will not use) the services of any other financial institution to enroll in or otherwise obtain access to the online bill payment service of an online payment processor.
(c) You agree to complete, sign and give us or the applicable online payment processor all forms required to receive payments and remittance information for payments processed through
an online payment processor’s online bill payment service, including an ACH debit authorization form.
3. URemittance Files; Settlement; Reconcilement; Posting U.
(a) Once you have been enrolled as a biller in an online payment processor’s online bill payment service and we have completed our implementation of your setup for the OBC service, that online payment processor will send us remittance information regarding payments sent to you through that online payment processor’s online bill payment service. After we receive that remittance information from an online payment processor, we will reformat it in accordance with the file formatting requirements we have agreed to with you and create a file of such reformatted remittance information (each, a “remittance file”). Unless an earlier deadline for an online payment processor’s online bill payment service is provided in the OBC reference materials or any guides, rules or other documentation (collectively, the "online payment processor's documentation") governing participation in such online payment processor’s online bill payment service as it is in effect at the relevant time, we will send each remittance file to you no later than the first banking day after the day we receive the relevant remittance information from an online payment processor. You may designate (in a form acceptable to us) whether we send your remittance files by (1) appending them to your file of items processed in your wholesale or scannable lockbox service setup, if you use either of those services, or (2) as a separate transmission. You may elect (in a form acceptable to us) to have remittance information from multiple online payment processors included as separate batches in one file. You are solely responsible for maintaining copies of all remittance files that we send or otherwise make available to you.
(b) Each online payment processor will be solely responsible for settling all payments sent to you through that online payment processor’s online bill payment service and that are reflected in each remittance file. The applicable online payment processor will do so by sending one or more ACH credit entries to the account (each a “settlement account”) included in our implementation of your OBC setup that is identified as the settlement account for that online payment processor in our records as they are in effect at the relevant time. Each settlement for a payment credited to a settlement account is provisional until the online payment processor receives final settlement from the originator of that payment. All payments credited to a settlement account, or otherwise owed to you, for payments sent to you through an
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online payment processor’s online bill payment service are subject to any rights that online payment processor may have to unwind transactions and exercise setoff under that online payment processor’s documentation.
(c) You are solely responsible for reconciling the remittance information in each remittance file to the ACH credits you receive from each online payment processor. If you are unable to reconcile the two, you must notify us of the inconsistencies by the end of our banking day on the day you receive the ACH credit. If you have notified us in the time required, we will use good faith efforts to resolve any such inconsistencies with the applicable online payment processor.
(d) You are solely responsible for posting each payment reflected in a remittance file to the correct customer account in your receivables system. Unless an earlier time for posting for an online payment processor’s online bill payment service is provided in the OBC reference materials or that online payment processor’s documentation, you must electronically post each payment reflected in a remittance file to your receivables system so that such payment is posted to the correct customer account before your posting cut-off time on the calendar day immediately following the date we received the remittance information included in that remittance file from an online payment processor, as reflected by the date in the file header information (the “file header date”). If the immediately following calendar day is a holiday or weekend day, you must post the payment on the immediately following business day, and you must also backdate the time the payment is shown to have been posted in your receivables system so that it reflects it was posted before your payment posting cut-off time on the calendar day immediately following the file header date.
4. UReturns; Refusals; Reversals U.
(a) If you are unable to determine from a remittance file the correct customer account to which a payment should be posted, then (unless a shorter period for an online payment processor’s online bill payment service is provided in the OBC reference materials or that online payment processor’s documentation) you must complete your research of the payment and post it to the correct customer account within two banking days from the file header date of that remittance file. You may not post the payment to a general ledger suspense account or otherwise hold the payment beyond that period while you continue to research the payment. If you have been unable to determine the correct customer account and post the payment within that period, then (unless a shorter period for an online payment processor’s online bill payment service is provided in the OBC reference materials or that online payment processor’s documentation) you must request (in a form acceptable to us) that we return the payment and we must receive that request no later than 5:00 p.m. ET (the “returns deadline”) on the second banking day after the file header date of that remittance file and, if required by the applicable online payment processor, notify the applicable online payment processor directly by the time specified in such online payment processor’s documentation. If a remittance file contains incorrect information, but you are able to post the payment, then (unless a shorter period for an online payment processor’s online
bill payment service is provided in the OBC reference materials or that online payment processor’s documentation) you must give us a notice (in a form acceptable to us) that describes what was incorrect in the remittance information no later than the returns deadline on the day that is two banking days after the file header date of that remittance file and, if required by the applicable online payment processor, notify the applicable online payment processor directly by the time specified in such online payment processor’s documentation.
(b) You may not refuse to accept a payment that one of your customers sends you through an online payment processor’s online bill payment service unless (i) the customer account data for that payment is incorrect or incomplete or (ii) you have elected not to accept any payments from that customer. If you are not willing to accept any payments from a customer, then (unless a shorter period for an online payment processor’s online bill payment service is provided in the OBC reference materials or that online payment processor’s documentation) you must request (in a form acceptable to us) that we return the payment no later than the returns deadline on the day that is two banking days after the file header date of the remittance file containing that payment information.
(c) Some online payment processors offer a “guaranteed payment” option as described in the OBC reference materials. If an online payment processor does not offer such an option or your biller profile does not require guaranteed payments from an online payment processor that offers such an option, originators can initiate reversals of payments previously made to you through that online payment processor’s online bill payment service, and that online payment processor will send an ACH debit entry to your settlement account (or such other account as you may have designated to that online payment processor) for such reversals. We will not have any responsibility for any reversals processed through an online payment processor’s online bill payment service or debits by an online payment processor to one of your accounts to reverse a payment. If you want us to attempt to return an erroneous reversal entry, then (unless a shorter period for an online payment processor’s online bill payment service is provided in the OBC reference materials or that online payment processor’s documentation) you must request (in a form acceptable to us) that we return the reversal entry no later than the returns deadline on the day that is one banking day after the settlement date of the reversal entry. We will use good faith efforts to honor your request to return a reversal entry, but will have no liability if we cannot effect the return or your return request is not honored by the applicable online payment processor. You agree to reimburse us for any expenses we may incur in attempting to honor your return request.
(d) In addition to any other rights we may have to act on instructions we believe in good faith to have been given by a person you have authorized, we may act upon any request or notice we receive pursuant to this Section 4 that we believe in good faith to have been given by one of your authorized users.
5. ULimitation of Liability; Disclaimer; Indemnity U. In addition to any other limits on our liability under the agreement and to the extent
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permitted by applicable law, you agree that we will not have any liability for any acts or omissions of an online payment processor (including, without limitation, (a) any error or delay in processing any payments or remittance information through that online payment processor’s online bill payment service (including, without limitation, any error or delay in initiating any funds transfers to you), (b) any breach of confidentiality of any information (including, without limitation, any of your or your customers’ payment, account or personal information), (c) the inaccuracy of any remittance information, or (d) any reversals or other debits initiated against your account). Neither we nor any online payment processor makes any representations or warranties of any kind with respect to that online payment processor’s online bill payment service or the OBC service, including any implied warranties of merchantability or fitness for a particular purpose. In addition to any other indemnity obligation you have under the agreement and to the extent permitted by applicable law, you agree to defend, protect, indemnify and hold us harmless from and against any claims, liabilities, losses, damages, costs and expenses (including, without limitations, attorneys’ fees) arising from or related to (i) any amounts or other obligations we owe an online payment processor that are related in any way to your use of that online payment processor’s online bill payment service, (ii) faulty or erroneous information or instructions you give us or an online payment processor, (iii) any of your
errors or delays in posting a payment to your accounts receivable system, (iv) any breach of any of your other obligations under these OBC terms and conditions, or (v) any of your acts or omissions which result in a breach by you or us of the terms of any online payment processor’s documentation. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
6. UOnline Payment Processor Documentation U. Your use of the OBC service is subject to the terms of each online payment processor’s documentation. You agree to take all actions we deem necessary for both you and us to be in compliance with each online payment processor’s documentation. You agree that we are not obligated to take any action under these OBC terms and conditions that would cause us to breach the provisions of any online payment processor’s documentation. You agree that none of our obligations under any online payment processor’s documentation create obligations for us under these OBC terms and conditions unless expressly set forth as our obligations in these OBC terms and conditions.
7. UTermination U. You or we may terminate your use of the OBC service immediately upon written notice to the other party, provided that any termination by you will not be effective until we have had a reasonable time to act on your notice.
Online Bill Presentment and Payment Service
1. UDescription of the Online Bill Presentment and Payment Service U. The Online Bill Presentment and Payment or "OBPP" service enables you to electronically collect bill payments from your customers (each, a "payer") by initiating ACH debit entries against their deposit accounts or by initiating charges against their credit or debit cards. These ACH debit entries and credit or debit card charges (which are generically referred to in these OBPP terms and conditions as "payments") are initiated in response to payment authorizations payers submit through the Internet or give your authorized users over the telephone. The OBPP service is one of the online services described in the general terms and conditions. Details regarding OBPP's functionality and certain requirements that you must follow when using the OBPP service are provided in the OBPP reference materials as we update them from time to time. When first launched, the OBPP service will only provide the ACH functionality described in these OBPP terms and conditions. We will notify you when the card functionality is available.
2. UFunctioning of the OBPP Service U. Each payment authorization that you or a payer submits through the OBPP service will initiate a payment in accordance with these OBPP terms and conditions. You will be the “originator” and we will act as the originating depository financial institution or “ODFI” for each ACH debit entry initiated through your setup of the OBPP service. Similarly, you will be the "merchant' for each credit or debit card charge initiated through your setup of the OBPP service. However, we do Unot U act as the merchant bank processor or "acquirer" with respect to those credit or debit card charges. Instead, the OBPP service merely routes information for those credit or debit card charges to your third-party merchant bank
processor, which will act as the acquirer for those credit or debit card charges. In order to initiate credit or debit card charges through the OBPP service you must have entered into a merchant services agreement with a third-party merchant bank processor that is acceptable to us and with whom we have entered into an agreement regarding certain issues relating to your use of the OBPP service. A list of acceptable merchant bank processors with whom we have such agreements is set forth in the OBPP reference materials as we update them from time to time. We need you to work with us and to provide us with certain information to implement your setup for the OBPP service. You agree to give us all of this information in a form that is acceptable to us.
3. UOrigination and Processing of Payments U.
(a) Payment authorizations may be submitted through the OBPP service by (i) a payer through an Internet website (the “biller website”) we provide or (ii) an authorized user through the biller website based on a verbal authorization a payer gives an authorized user over the telephone. The biller website is part of the “OBPP system” we use to provide the OBPP service to you. You must provide and maintain a secure link to the biller website on your general website and are responsible for ensuring that this link takes a payer to the appropriate area within the biller website. You are also responsible for providing data concerning each payer that uses this link in a manner that meets our encryption or security requirements during the linking process.
(b) Before a payer may submit a payment authorization through the OBPP service, that payer must be registered in the OBPP
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system. A payer may self-register through the biller website or an authorized user may register a payer through the biller website based on information that payer gives an authorized user over the telephone. The registration process must include a commercially reasonable fraud detection system and commercially reasonable procedures to verify the identity of the payer. At your option (as reflected in your OBPP service profile), payers may be allowed to give payment authorizations immediately following the registration process or may be prohibited from giving payment authorizations until you have authorized them to do so.
(c) The biller website will be formatted in accordance with the specifications that you give us in connection with our implementation of your setup for the OBPP service. You grant us the right and a license to use (i) your name, trademarks, service marks, copyrights and logos and other textual information in connection with the biller website and (ii) your data in connection with the OBPP service, in each case as contemplated by these OBPP terms and conditions. Once a payer has accessed the biller website, that payer may authorize you to initiate a payment against the payer's deposit account or credit or debit card on the day that the authorization is submitted, each a “current payment,” or to initiate one or more payments on scheduled future dates, each a “scheduled payment.” Before a payer may submit a payment authorization through the biller website, that payer must accept, while online, terms regarding use of the biller website that, among other things, authorize you to initiate one or more payments against that payer’s deposit account or credit or debit card, as applicable, and permit you and us to use the data provided by the payer to process those payments (including, without limitation, consent for that data to be sent outside of the United States). These terms of use must also comply with (i) in the case of an ACH debit entry, the NACHA operating rules and guidelines as they are in effect at the relevant time, or the “ACH rules” or (ii) in the case of a credit or debit card charge, the operating regulations and other requirements of the entity or association that issues or sponsors the applicable credit or debit card as they are in effect at the relevant time, or the "card rules". We may provide you sample terms of use. Through the biller website, a payer may view scheduled payments set up in, and prior payments made through, the OBPP system and (prior to the deadline for submitting payment authorizations set forth in the OBPP reference materials as they are in effect at the relevant time) may also delete or modify scheduled payments set up in the OBPP system.
(d) An authorized user may also use the biller website to initiate payments against a payer's deposit account or credit or debit card based on a verbal authorization that payer gives an authorized user over the telephone, but only if (1) the payer initiated the telephone call or (2) you have an existing business relationship with the payer as more fully described in the OBPP reference materials as they are in effect at the relevant time. An authorized user must provide the information specified in the OBPP reference materials as they are in effect at the relevant time to the payer and obtain the payer's unambiguous verbal authorization prior to initiating a payment through the biller website. After an authorized user has initiated a payment through the biller website, the OBPP system will automatically send the payer a notice confirming that verbal authorization to the payee's email
address as then reflected in the OBPP system. This confirmation notice must comply with the ACH rules or the card rules, as applicable.
(e) Each ACH debit entry initiated through the OBPP service will be originated using a WEB, TEL or CCD entry code. The OBPP system will assign an entry code based on information provided by the payer or an authorized user when initiating the payment.
(f) A charge to a payer's credit or debit card initiated through the OBPP service will be processed and charged against that card on the "payment date" of the relevant payment authorization. On the other hand, an ACH debit entry to a payer’s deposit account initiated through the OBPP service will not be processed and debited against that account until the business day following the "payment date" of the relevant payment authorization. For each current payment, the payment date will be the date that the relevant payment authorization is submitted through the OBPP system. For each scheduled payment, the “payment date” will be the future date assigned by the payer for that payment. If a payment authorization is submitted through the OBPP service after the deadline set forth in the OBPP reference materials as they are in effect at the relevant time, that payment authorization will not be deemed to have been submitted until the next business day (which will be the payment date for that payment authorization). For purposes of submitting payment authorizations for an ACH debit entry only, Sunday will be deemed a “business day” for any payment authorizations submitted after the delivery deadline on Friday and before the delivery deadline on Sunday. In that regard, you may receive two files of ACH payments on Monday (or the next business day if Monday is not a business day)—one for payments authorized before 5 p.m. on Friday and another for payments authorized after 5 p.m. on Friday and before 5 p.m. on Sunday.
(g) The OBPP service will use commercially reasonable procedures to verify that the routing number associated with any ACH debit entry initiated using the OBPP service is valid.
4. UAdministrative Functions U. You may use the biller website to perform certain administrative functions in connection with your use of the OBPP service. These functions may include registering a payer, administering and approving a payer's registration, viewing the status of payments, deleting payments, modifying scheduled payments, receiving certain notices, generating and viewing certain transaction reports, establishing authorized users and the limits on each authorized user’s authority, and downloading and uploading certain files of data. Any modification or deletion of a payment must be completed prior to the deadline for submitting payment authorizations set forth in the OBPP reference materials as they are in effect at the relevant time. Reports are available to be viewed through the biller website only for the number of days set forth in the OBPP reference materials as they are in effect at the relevant time. All files uploaded or downloaded through the biller website will be transmitted to us or to you as you selected during our implementation of your setup for the OBPP service.
5. URepresentations and Warranties U. Except as otherwise provided in section 3(g) above related to verification of routing numbers and in section 7(d) below related to secure connections, (a) for each ACH debit entry you initiate through the OBPP service, you must comply
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with all obligations of an originator of, and automatically make all representations, warranties and agreements set forth in the ACH rules and the terms and conditions for the ACH origination service related to any entries with the same entry code type as used for that ACH debit entry and (b) for each credit or debit card charge you initiate through the OBPP service, you must comply with all obligations of a merchant with respect to, and automatically make all representations, warranties and agreements set forth in the card rules related to that type of credit or debit card charge. You further represent that any payment or other authorization you or a payer submits through the OBPP system has been authorized by the relevant payer. You also represent and warrant to us that our use of your (i) name, trademarks, service marks, copyrights and logos and other textual information in connection with the biller website and (ii) data in connection with the OBPP service, in each case as contemplated by these OBPP terms and conditions, does not infringe or otherwise violate any intellectual property or other proprietary rights of any third party.
6. UDesignation of Security AdministratorsU. You must identify at least one person as your OBPP security administrator in your OBPP service profiles as they are in effect at the relevant time. Each security administrator will be set up with full user permissions with respect to the biller website, including the right to administer the rights and permissions of all other users. Each security administrator and other user who has been granted user administration rights with respect to the biller website will be a “security administrator,” and will have all of the rights and responsibilities described in the general terms and conditions and these OBPP terms and conditions. In addition to the ability to administer the rights and permissions of your other users, each security administrator may administer his or her own user rights and permissions, including adding rights and permissions. One of your security administrators may also delete another security administrator or modify that security administrator’s rights and permissions through the biller website.
7. USecurity Procedures U. The following security procedures apply to your use of the OBPP service:
(a) UYour use of the biller website U: We will provide each security administrator identified in your OBPP service profiles as they are in effect at the relevant time with a user id and password to log on to the biller website. Your authorized users must log on to the biller website using the authorization codes that will be supplied to them by a security administrator. Each authorized user will have the rights and permissions granted to them by a security administrator. You are solely responsible for establishing the security procedures an authorized user must follow to verify the identity of a payer and the authenticity of verbal payment or other authorizations a payer gives an authorized user over the telephone before those payment or other authorizations are submitted through the biller website.
(b) UA payer's use of the biller website U: To access and use the biller website, a payer must log on to the biller website using that payer’s user id and the password, as then reflected in the OBPP system. If a payer self-registers in the OBPP system through the biller website, the payer will select the payer's own user id and password. If an authorized user registers a payer through the biller website, you will
designate the payer's user id and a temporary password. The OBPP system will prompt the payer to change this temporary password upon the initial log in to the biller website and the payer will be required to reset this temporary password before authorizing payments through the biller website.
(c) UPassword and user id resets U: A payer may reset the payer's password through the biller website by providing the user id and related email address then reflected in the OBPP system. An email notification and temporary password will be sent to the payer’s email address as then reflected in the OBPP system. The OBPP system will prompt the payer to change this temporary password upon the next log in to the biller website and the payer will be required to reset this temporary password before authorizing payments through the biller website. However, only an authorized user that has been given administrator rights may reset a payer's user id. This can be done at any time through the biller website.
(d) USecure connection U: For each session on the biller website, any payment information will be transmitted through the OBPP system via a secure session utilizing a commercially reasonable security technology that provides a level of security that, at a minimum, is equivalent to 128-bit encryption technology, employed prior to the key entry of any payment information and through transmission to us. All payer information stored in the OBPP system will be stored in an encrypted format utilizing security technology providing a level of encryption that, at a minimum, is equivalent to 128-bit encryption technology. You and each payer must have equipment and software that supports encryption technology equivalent to 128-bit encryption.
(e) UPAL totals U. Immediately prior to transmitting the NACHA formatted file to us, the OBPP system will communicate the total dollar amount of the file (referred to as the “Phone Authorization Line or PAL Total”) to us through the biller website. We do not require that you separately submit PAL totals through our PAL system to process files of ACH debit entries initiated through the OBPP service.
You agree that these security procedures are commercially reasonable.
8. UProtection of Our Vendor U. We utilize one or more vendors in providing the OBPP service. As a result, you agree that (a) each reference to "we," "us" and "our" in any provision in the general terms and conditions or these OBPP terms and conditions that limits our liability to you, protects our data, intellectual property or other proprietary rights, gives us and/or our vendors a right or license to use your data, intellectual property or other proprietary rights or imposes an indemnification obligation on you will, with respect to the OBPP service, be deemed to include our vendors and their licensors and (b) our vendors and their licensors are third party beneficiaries of those provisions and may enforce them directly against you.
9. UACH Origination Service U. These OBPP terms and conditions are expressly made a part of the ACH origination terms and conditions and are subject to the provisions thereof. Terms that are defined in the ACH origination terms and conditions have the same meanings when used in these OBPP terms and conditions. If there is any inconsistency on a particular issue between these OBPP terms and conditions and the
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ACH origination terms and conditions, these OBPP terms and conditions will control. You understand and agree, however, that our agreement to provide the OBPP service does not permit you to use any other aspect of the ACH origination service unless we have agreed to
include it in our implementation of your setup for the ACH origination service.
Online Check Deposit Service
This section applies to those who use Online Check Deposit prior to November 19, 2012.
1. Description of the OCD Service U. The Online Check Deposit or “OCD” service allows you to capture an electronic image of an original physical paper check (and associated information describing that check) and to transmit that image and associated information to us for deposit to your account in place of forwarding the original physical paper check to us. The OCD service will also provide access to, and the ability to export and print, deposited check images as well as reports regarding your use of the OCD service. Details regarding OCD’s functionality and certain formatting and other technical requirements that you must follow when using the OCD service are provided in the OCD reference materials as we update them from time to time. The OCD service may not be used outside of the United States without our prior written approval and may not be used to capture an electronic image of a remotely created check (as that term is defined in Regulation CC).
2. UOperation of the OCD Service U.
(a) URequired Hardware and Software U. Before you may use the OCD service, you must have or obtain a personal computer, printer, scanner and related software necessary to capture electronic images of (and associated information regarding) checks that you receive. The scanner must be a model that we have approved. As part of providing the OCD service, we will sublicense the software to you that you need to capture electronic images of (and associated information regarding) checks. You must download the software and install it on a personal computer that you will use in connection with the OCD service. A separate copy of the software materials must be downloaded for use with each personal computer (for reviewing reports) and for each approved scanner and personal computer that you need to capture electronic images of (and associated information regarding) checks. You must notify us and obtain our approval before you download each copy of the software. You must have or acquire each approved scanner needed by you to utilize the OCD service. You acknowledge that you previously acquired or are currently acquiring each scanner directly from a third party vendor and, as a result, all warranty obligations and contracts are to be handled directly with that vendor. At your request, we may provide (in a form acceptable to us) your contact information and your scanner acquisition information to a third party vendor. Upon receipt of your information, the third party vendor will facilitate your scanner acquisition. You agree that we are only providing this information to the third party vendor as an accommodation to you to facilitate your acquisition of a scanner and that we do not have any responsibility or liability for the delivery of or any aspect of the operation, use or maintenance of the scanner.
(b) UOCD Setups U. Your authorized users for the OCD service (and the accounts with respect to which each such authorized user may use the OCD service to make deposits or obtain information or reports) are designated in your OCD service profiles as they are in effect at the relevant time. The OCD service also offers you the option (through its Location Identifier function) of assigning a Location ID number or alphanumeric description for each store, branch or office (each of which is referred to as a “location”) for which deposits are captured and transmitted to us through the OCD service. Your election to use the Location ID function and the numbers and/or descriptions for each location are reflected in our implementation/setup forms for the OCD service as they are in effect at the relevant time. You must provide us with the street address for each scanner to include in our implementation of your setup for the OCD service. Please note that you must notify us before you add, delete, or relocate any scanner so that addition, deletion or relocation can be reflected in your OCD service profiles. If you want to completely delete an account that is included in our implementation of your setup for the OCD service, you must delete it from the setup for each authorized user in which it is included as reflected in your OCD service profiles as they are in effect at the relevant time. Each account or authorized user you have previously identified to us continues to be authorized unless you confirm an OCD service profile that deletes that account or authorized user. Any authorized user will be able to access information regarding deposited checks and reports for their assigned accounts from any personal computer on which the software has been downloaded and installed, even if there is no a scanner attached to that personal computer and/or it is located at a different address than listed for that authorized user in your OCD service profiles as they are in effect at the relevant time. Additional information regarding the Location Identifier function, plus adding or deleting accounts, locations or authorized users is available in the OCD reference materials.
(c) UCapturing Check Images and Information U. In order to use the OCD service to capture check images (and associated information) or review reports, you must log on using one or more authorization codes that we will distribute directly to the authorized users designated in a service profile for this service. Separate authorization codes may be issued to an authorized user for each OCD service setup in which the authorized user is included. After you have logged on, you will be required to provide us a control total for each deposit that you are going to capture. The control total is the total dollar amount of all checks included in a particular deposit. After you have provided the control total for a deposit, using the personal computer, scanner and software (all of which are referred to in these OCD terms
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and conditions as your “OCD system”), you may capture an electronic image of (and associated information regarding) any original physical paper check that you have endorsed and that meets the standards for processing an image for deposit (including those set forth in the OCD reference materials). Those standards are referred to in these OCD terms and conditions as the “OCD standards.” As you capture images and associated information for each check included in a deposit, the OCD system processes them to determine if they satisfy the OCD standards. If an image and associated information satisfy the OCD standards, the OCD system will accept them. If the OCD system determines an image or associated information does not satisfy the OCD standards, the OCD system will reject the nonconforming image or information and ask you to rescan the check, manually provide or verify information or, for certain image quality failures, elect to submit the image or associated information as captured. Please note that the inclusion of this limited election to submit an image as captured in the OCD system does not relieve you of the representations and warranties you make with respect to each image and associated information you transmit to us. Once all of the images and associated information for a deposit have been processed, the OCD system will provide you a summary of the deposit and ask you to submit the deposit to us. Once you have submitted a deposit to us, you may not cancel it. We must receive your deposit by the then-current deadline set forth in the OCD reference materials. In that regard, we are not liable for any delays or errors in transmission of the images or associated information. If the OCD service is not available, you must make your deposits by another method, such as an in-person deposit at one of our branches or a deposit by mail.
(d) UProcessing of Images and Information U. Once we have received a deposit, we will use each image and associated information included in that deposit to create a substitute check or, at our option, process it as an electronic item. If we use an image and associated information to create a substitute check, we will process that substitute check for deposit to your account and forward it for presentment to the financial institution on which the original check was drawn or through or at which it was payable (that institution is referred to in these OCD terms and conditions as the “drawee bank”) through the check collection channels that we would otherwise use to present a check to the drawee bank. If we elect to process an image and associated information as an electronic item, we will process that image for deposit to your account and forward it for presentment to the drawee bank through the electronic item collection channels that we would otherwise use to present an electronic item to the drawee bank. In either event, your deposit will be subject to the terms of any agreement we have with other financial institutions relating to the presentation of substitute checks or electronic items. We will make funds for each substitute check or electronic item that we process for deposit to your account available to you under the same schedule that would have applied if you had deposited the original check to your account on the business day that we received the file containing a conforming image of that check.
(e) UReturns and Rejected Images U. If we determine an image or associated information is not in a satisfactory form or is a duplicate, we may reject the nonconforming image or duplicate item, which means
those items are sent back to you for reasons of poor quality, missing images or duplicate items. A summary debit adjustment will be made to your account and a debit advice will be sent to you. In addition, any image and associated information included in a deposit must satisfy the quality standards of the Federal Reserve Bank or other collecting bank to which we have forwarded an image and associated information for collection, the “collecting bank quality standards.” All check images which fail to meet collecting bank quality standards will be sent to you as a return advice with attached image for each item. There are no specific timelines for these types of adjustments, but they are usually completed within thirty business days of deposit. If an image is rejected for failing to meet the OCD standards or the collecting bank quality standards, you must take corrective action to either recapture the image and associated information and submit it in a new OCD or submit the original check for deposit.
(f) UOriginal Checks and Captured Images U. You agree to use commercially reasonable security procedures to safeguard the original physical paper checks, images and associated information in your possession after you have transmitted images of such items to us and you agree to make such items available to us promptly upon our request. You agree that you will not capture more than one image of (or associated information regarding) any original check and that you will not negotiate, deposit or otherwise transfer any original check to us or to any other person or entity after you have captured an image of (or associated information regarding) it. You also agree that (i) you will not transmit an image of (or associated information regarding) any original check to us more than once, (ii) you will not transmit an image of (or associated information regarding) any original check to us that you have previously transmitted to any other person or entity, (iii) you will not transmit an image of (or associated information regarding) any original check to any other person or entity after you have transmitted it to us; (iv) you will not transmit an image of (or associated information regarding) any original check if that check has been used as a source document for the initiation of an ACH or other electronic debit; and (v) you will not use any original check as a source document for the initiation of an ACH or other electronic debit after you have transmitted an image of (or associated information regarding) that check to us.
3. UYour Representations and Warranties U. You make all of the representations and warranties to us with respect to each captured check image and associated information that you transmit to us that you would have made if you had deposited the original physical paper check into your account. In addition, you represent and warrant to us with respect to each captured check image and associated information that you transmit to us that (a) the image and associated information (i) accurately represent all of the information on the front and back of the original physical paper check at the time the image and associated information were captured and (ii) are otherwise sufficient for us to satisfy our obligations as the truncating and reconverting bank and (b) no person or entity will receive a transfer, presentment or return of, or otherwise be charged for, (i) the original check, (ii) an electronic item or substitute check that we create from the image and associated information, or (iii) a paper or electronic representation of the original check or of a substitute check that we create from the image and
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associated information, such that the person or entity will be asked to make a payment based on a check that it has already paid.
4. UYour Indemnification Obligations U. In addition to any other obligation you have to indemnify us, you agree to defend, indemnify, protect and hold us, our affiliates, our vendors and our respective officers, directors, employees, attorneys, agents, and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to (a) the use of the OCD system or OCD service to capture an image of a remotely created check, (b) your use of the OCD system or the OCD service (other than as expressly provided in these OCD terms and conditions) or (c) the receipt by any person or entity of (i) an electronic item, (ii) a substitute check or (iii) a paper or electronic representation of the original check or the substitute check that we create from a captured check image and associated information that you transmit to us, instead of the original check. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
5. USecurity Procedures U. The security procedures for the OCD service include the requirement that your authorized users log on to OCD service using the authorization codes that we supply to them. We may replace the password portion of an authorization code upon your request, by calling the telephone number of your authorized user as shown in our records and giving the new password to any person answering the phone at that number. You agree that we may give the new password to anyone we believe in good faith is your user. Unless you otherwise instruct us to limit the use of authorization codes to certain accounts, any set of authorization codes issued for use with OCD service could be used to transmit or receive files through OCD service for any account that we have included in your setup for OCD service. You agree that these security procedures are commercially reasonable.
This section applies to those who use Online Check Deposit after November 19, 2012. For those of you who were using the Online Check Deposit Service prior to November 19, 2012, this section applies to you upon your notice from us of your migration to the new platform.
1. Description of the OCD Service and Restrictions on Use U. The Online Check Deposit or “OCD” service and the Internet-based OCD system allow you to capture an electronic image of an original physical paper check and an image of associated information describing that check including optical character recognition (OCR) remittance coupons and transmit the image of the check to us for deposit to your account. The OCD service also provides access to, and the ability to export and print, deposited check images and remittance coupon images as well as reports regarding your use of the OCD service. Further details regarding OCD’s functionality and certain formatting and other technical requirements that you must follow when using the OCD service are
provided in the then current version of the OCD reference materials which, among other things, include a user manual for OCD system administrators and a user manual for end users of the OCD system. The reference materials are contained in the Internet-based microsite for this service. The OCD service may not be used outside of the United States, US territories, US military bases or US Embassies. The OCD Service may not be used to deposit ineligible items. A list of items that are eligible and ineligible for transmission via the OCD Service is provided in the OCD reference materials.
2. Required Hardware and Software U. Before you can use the OCD service, you must have a personal computer capable of Internet access, a scanner, and the related software needed to capture electronic images of checks, associated information and remittance data. The scanner must be a model that we have approved. A list of approved scanners and technical information related to scanner installation can be found in the reference materials. When you acquire a scanner from a third party vendor you agree that all warranty obligations and contracts are to be handled directly with that vendor and that we do not have any responsibility or liability for the performance of the vendor, the delivery of the scanner or any aspect of the operation, use or maintenance of the scanner. At your request, we may provide your contact information and information related to your desired scanner to a third party vendor. When the vendor receives your information the vendor will contact you directly to facilitate your scanner acquisition. You agree that we are only providing this information to the third party vendor as an accommodation to you to facilitate your potential acquisition of a scanner and that we do not have any responsibility or liability for the performance of the vendor or the delivery of the scanner or any aspect of the operation, use or maintenance of the scanner.
3. Required Security Administrator and Contact U. Before you can use the OCD service, you must designate one person who will act as both your primary OCD security administrator and your OCD contact. You will be required to confirm your selection of this person. Details on how you will provide this confirmation will be provided to you during implementation of the OCD service. The primary OCD Security Administrator you select will have the authority, in his or her discretion, to then set up users and one or more additional OCD security administrators directly through the OCD service. These additional security administrators will in turn then have the ability to establish additional OCD security administrators and users. Details on how you establish and terminate security administrator and user rights are addressed in the OCD reference material for security administrators. Given the ability of a security administrator to create additional security administrators, the term “OCD security administrator” therefore includes not only the primary OCD security administrator but any other user who is granted administration entitlements by that OCD security administrator or any other OCD security administrator(s). Security administrator and user access to the OCD Service carries with it the ability to access any accounts and services included in the functionality that is available in the OCD service. Given the flexibility that is designed into the OCD System to enable this cascading of administrative and user rights for the benefit of customers who require it, as a matter of your internal control policies, you must
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consider carefully the person you will name as your primary OCD security administrator and you must develop procedures to routinely monitor the actions of all your security administrator(s) and those to whom the primary security administrator has given OCD access either as a user or security administrator. We will provide information on such activity to any authorized signer who makes a request for it but the bank undertakes no duty to monitor the actions of any security administrator(s) or designated user(s). Each of your OCD security administrators, has all of the rights and responsibilities given to them in the general terms and conditions in addition to the rights and responsibilities contained in these OCD terms and conditions and related reference materials.
4. Deletion of Accounts Associated with the OCD Service. If you want to completely delete an account that is included in your implementation of the OCD service, an authorized signer on the account must contact the bank and make this request. Additional information regarding user entitlements and the process for adding or deleting accounts, locations or authorized users is available in the OCD reference materials for security administrators.
5. Using OCD to Capture and Transmit Check Images and Information U. In order to use the OCD service, an authorized user must log on using a user ID number and password that we will distribute directly to the authorized user(s). After a user has logged on, the user will be required to provide us a control total for each deposit that he/she intends to transmit. The control total is the total dollar amount of all checks included in a particular deposit. After the user has entered the control total for a deposit into the OCD system, the user may capture images of original physical paper checks and associated information that meets the eligibility and image quality standards set forth in the OCD reference materials and in these OCD terms and conditions. All such standards are referred to as the “OCD standards.” As the user captures an image, the OCD system will determine if the image satisfies the OCD standards. If an image satisfies the OCD standards, the OCD system will accept it and information associated with it. If the OCD system determines an image does not satisfy the OCD standards, the OCD system will reject the nonconforming image and ask the user to either a.) rescan the check, b.) manually provide or verify information or, c.) for certain types of limited image quality failures, confirm the user’s desire to submit the image or associated information as captured. Please note that the inclusion of the ability for a user to submit an image as captured in the OCD system in certain limited situations does not relieve you of the representations and warranties you make with respect to each image and associated information you transmit to us. Once all of the images and associated information for a deposit have been scanned, the OCD system will provide the user a summary of the deposit and ask the user to submit the deposit to us. Once the user has submitted a deposit, it may not be cancelled.
6. Dual Approval Security Feature. The security procedures for the OCD service include the option to use a dual approval security protocol. The dual approval security feature requires that at least two authorized users be involved in the check image capture and approval process in order to submit an OCD file for deposit. One user must scan
the check images and then a second user with approval permissions must release and send the check image file to the bank. Only users with approval permission can submit the file to the bank for processing. We highly recommend this internal control process for any company large enough to have more than one employee involved in accounts receivable and check collection and deposit processes.
7. Processing of Images and Information U. Once we have received a deposit we will, at our option, use each accepted check image and associated information to process the check image as an electronic item or to create a substitute check. If we use an image and associated information to create a substitute check, we will process that substitute check for deposit to your account and forward it through the check collection channels that we would otherwise have used to present the original paper check to the bank on which the check is drawn. If we elect to process an image and associated information as an electronic item, we will process that image for deposit to your account and forward it for presentment to the bank on which it is drawn through the electronic item collection channels that we would otherwise use to present an electronic item to such bank. In either event, your deposit will be subject to the terms of any agreement we have with other financial institutions relating to the presentation of substitute checks or electronic items.
8. Deposit Credit and Alternative Deposit Methods. We must receive your deposit by the daily deadline set forth in the OCD reference materials in order for you to receive credit for that deposit on that business day. Deposits received after the deadline will be considered deposited on the next business day. Deposits submitted on a Saturday, Sunday or holiday will be considered deposited on the next business day following the weekend or holiday. We are not liable for any delays or errors in transmission of the images or associated information. If the OCD service is not available, you must make your deposits by another method, such as an in-person deposit at one of our branches or a deposit by mail. If you must make a deposit by other means due to OCD service being unavailable you should deposit only checks and should retain in your possession the other documents you would normally scan with an OCD deposit.
9. Funds Availability. We will make funds for each substitute check or electronic item that we process for deposit to your account available to you under the same schedule that would have applied if you had deposited the original paper check to your account.
10. Returns and Rejected Images. If we determine an image or associated information is not in a satisfactory form or is a duplicate, we may reject the nonconforming image or duplicate item. This means that the item is not accepted for deposit and it will be sent back to you for reasons of poor quality, missing images or duplicate items. A summary debit adjustment will be made to your account, in situations where you were given credit for the item, and a debit advice will be sent to you. In addition to satisfying our image quality standards, any image and associated information included in a deposit must also satisfy the quality standards of the Federal Reserve Bank or other collecting bank to which we have forwarded an image and associated information for collection, the “collecting bank quality standards.” We will send you all check
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images which fail to meet collecting bank quality standards. There are no specific timelines for these types of adjustments. They are, however, usually completed within thirty business days of deposit. If an image is rejected for failing to meet the OCD standards or the collecting bank quality standards, you must take corrective action to either recapture the image and associated information and submit it in a new OCD file transmission or submit the original check for deposit.
11. Original Checks and Captured Images. You agree to use commercially reasonable security procedures to safeguard the original physical paper checks, images of them and associated information in your possession both before and after you have transmitted images of such items to us. You also agree to make all such items available to us promptly upon our request. You also agree to establish reasonable retention and destruction schedules, policies and procedures for paper checks that are retained by you after they have been scanned and submitted for deposit and to employ methods to stamp or mark the front of such items as having been previously deposited, and to establish general internal control procedures related to physical and logical security related to access, transmission, storage, and disposal of items you have transmitted for deposit.
12. Your Representations and Warranties U. You represent, warrant and agree that you will not:
a.) capture or transmit more than one image of any original check;
b.) negotiate, deposit, or otherwise transfer any original check to us or to any other person or entity after you have captured an image of it;
c.) transmit an image of any original check to us that you have previously transmitted or given to any other person or entity;
d.) transmit an image of any original check to any other person or entity after you have transmitted it to us;
e.) transmit an image of any original check if that check has been used as a source document for the initiation of an ACH or other electronic debit; or
f.) use any original check as a source document for the initiation of an ACH or other electronic debit after you have transmitted an image of (or associated information regarding) that check to us.
You also make all of the representations and warranties to us with respect to each check image that you transmit to us that you would have made under the Uniform Commercial Code (UCC) if you had deposited the original physical paper check into your account.
In addition, you represent and warrant to us with respect to each captured check image and associated information you transmit to us that:
a.) the image and associated information (i) accurately represent all of the information on the front and back of the original physical paper check at the time it was received by you and at the time the image and associated information were captured; and (ii) are otherwise sufficient for us to satisfy our obligations as the truncating and reconverting bank; and
b.) no person or entity will receive a transfer, presentment or return of, or otherwise be charged for, (i) the original check, (ii) an electronic item or substitute check other than the one that we create from the image and associated information, or (iii) a paper or electronic representation of the original check or of a substitute check other than the one that we create from the image and associated information, such that the person or entity will be asked to make a payment based on a check that it has already paid.
13. Duty of Cooperation, Document Production, Audit. You agree that you shall make original and imaged documents available to us to facilitate investigations related to unusual transactions or poor image quality transmissions, or to resolve disputes. You further agree that we, at our option, upon prior notice, may perform periodic audits of your processes related to use or proposed use of the OCD service including your IT, security and internal control infrastructure related to your use of the OCD service. You agree that we have the right to mandate specific internal controls at any of your locations that use the OCD service where we deem such actions necessary to protect the security and integrity of the OCD service or where required or expected by bank regulators, and that we may terminate the service if you refuse to implement such controls. You further agree that we have the right, in general, to terminate the OCD service pursuant to the rights of termination stated in the general terms and conditions for all services and to delay or refuse to process transactions, including OCD transactions, for the reasons stated in the general terms and conditions for all services.
14. Your Indemnification Obligations U. In addition to any other obligation you have to indemnify us, you agree to defend, indemnify, protect and hold us, our affiliates, our vendors and our respective officers, directors, employees, attorneys, agents, and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to (a) the use of the OCD system or OCD service to capture an image of a remotely created check, (b) your use of the OCD system or the OCD service in a manner other than as expressly provided in these OCD terms and conditions or (c) the receipt by any person or entity of (i) an electronic item, (ii) a substitute check or (iii) a paper or electronic representation of the original check or the substitute check that we create from a captured check image and associated information that you transmit to us, instead of the original check. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
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Online Courier Service
1. UDescription of the OLC Service U. The SunTrust Online Courier or “OLC” service is an information reporting service that is available over the Internet or dedicated telephone lines. It is one of the online services described in the general terms and conditions. You may use the OLC service with respect to the accounts and services that you have identified (in a form acceptable to us) and that we have included our implementation of your setup for the OLC service. Details regarding OLC’s functionality and certain formatting and other technical requirements that you must follow when using the OLC service are provided in the OLC reference materials as we update them from time to time.
2. UDesignation of Security Administrator and Contact U. In order to use the OLC service, you must designate a person who will act as your
OLC security administrator and a person who will act as your OLC contact. These people will have all of the rights and responsibilities described in the general terms and conditions and will be identified in your OLC service profiles as they are in effect at the relevant time.
3. UFees U. Fees for the OLC service will be charged to the account that is identified in your OLC service profiles as they are in effect at the relevant time.
4. USecurity Procedures U. The security procedures for the OLC service include the requirement that your users log on to the OLC service using the authorization codes that will be supplied by your security administrator as described in the general terms and conditions. You agree that these security procedures are commercially reasonable.
Online File Transfer Service
1. UDescription of the OFT Service U. The SunTrust Online File Transfer or “OFT” service is an Internet-based data transmission service. It is one of the online services described in the general terms and conditions. Details regarding OFT’s functionality and certain formatting and other technical requirements that you must follow when using the OFT service are provided in the OFT reference materials as we update them from time to time.
2. UUse of the OFT Service U. You may use the OFT service with respect to the accounts and services that are identified in your OFT service profiles as they are in effect at the relevant time and that we have included in our implementation of your setup for the OFT service. In that regard, if your service profile for any other service includes information regarding an OFT contact, those service profiles constitute OFT service profiles as well.
3. UMultiple Authorization Codes U. OFT authorization codes are not tied to any particular account or service. As a result, unless you have instructed us (in a form acceptable to us) to limit the use of authorization codes to certain accounts and/or services, you should understand that if multiple sets of OFT authorization codes have been issued, any set of authorization codes may be used to transmit files through the OFT service for any service or account that we have included in your set up for the OFT service, whether or not the specific authorization codes being used were intended to be used with the particular account or service.
4. UDesignation of Contact U. In order to use the OFT service, you must designate at least one person who will act as your OFT contact. This person will have all of the rights and responsibilities described in the general terms and conditions and these OFT terms and conditions
and will be identified in your OFT service profiles as they are in effect at the relevant time. If you name only one such person on all of your OFT service profiles, then that person will act as your OFT contact for all accounts and services included in your set up for the OFT service. If you want a separate OFT contact for one or more accounts and services, then each of those separate OFT contacts must be identified in your OFT service profiles as they are in effect at the relevant time. You may also name a person as your backup OFT contact. If you name only one such person on all of your OFT service profiles, then that person will act as your backup OFT contact for all accounts and services included in your set up for the OFT service. If you want a separate backup OFT contact for one or more accounts and services, then each of those separate backup OFT contacts must be identified in your OFT service profiles as they are in effect at the relevant time.
5. UFees U. Fees for the OFT service will be charged to the account identified in your OFT service profiles as they are in effect at the relevant time.
6. USecurity Procedures U. The security procedures for the OFT service include the requirement that your users log on to the OFT service using the authorization codes that we supply to your OFT contact(s) as described in the general terms and conditions. In that regard, we will replace the password portion of an authorization code upon your request. We will do so by calling the telephone number of your OFT contact (s) listed in your OFT service profile as it is in effect at the relevant time and giving the new password to the person answering the phone at that number. You agree that we may give the new password to anyone we believe in good faith is your authorized user. You agree that these security procedures are commercially reasonable.
Online Treasury Manager Service
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1. UDescription of the Online Treasury Manager Service U. The SunTrust Online Treasury Manager or “OTM” service is an Internet-based information reporting and transaction initiation service. It is one of the online services described in the general terms and conditions. Details regarding OTM's functionality and certain formatting and other technical requirements that you must follow when using the OTM service are provided in the OTM reference materials as we update them from time to time.
2. UUse of the OTM Service U. You may use the OTM service with respect to the accounts and services that you have identified (in a form acceptable to us) and that we have included in our implementation of your setup for the OTM service at the relevant time.
3. USecurity Administrators and Contact U. In order to use the OTM service, you must designate at least one person who will act as your OTM security administrator and a person who will act as your OTM contact. You may identify your OTM security administrator(s) and your OTM contact we are to include in our implementation of your setup of the OTM service in your OTM service profiles as they are in effect at the relevant time. You may set up one or more additional OTM security administrators directly through the OTM service by granting administration entitlements to a user. In addition to the OTM security administrator(s) reflected in your OTM service profiles as they are in effect at the relevant time, the term “OTM security administrator” includes any other user set up in the OTM service who is granted administration entitlements by any other OTM security administrator(s). In addition to any of the rights and responsibilities of an OTM security administrator or OTM contact described in these OTM terms and conditions or any OTM reference materials, each of your OTM security administrators and OTM contacts will have all of the rights and responsibilities described in the general terms and conditions for security administrators and contacts, respectively. Each of your OTM security administrators may be able to grant any user authorized to use the OTM service, including themselves, access to any accounts and services included in your setup of the OTM service for any functionality or entitlement that is available in the OTM service. In addition, you may also terminate administration entitlements of any OTM security administrator directly through the OTM service. If through the OTM service you terminate the administration entitlements of an OTM security administrator designated on one of your service profiles in effect at that time, you are solely responsible for updating your service profiles to delete that person from the service profiles as well, so that your service profiles and authorizations in the OTM service are consistent. We may rely on information in your service profiles as they are in effect at the relevant time, and we have no responsibility if the authorizations you have granted directly through the OTM service are not consistent with your service profiles.
4. UFees U. Fees for the OTM service will be charged to the account(s) identified in your OTM service profiles as they are in effect at the relevant time.
5. USecurity Procedures U. The security procedures for the OTM service include the requirement that each of your users logs on to the
OTM service using that user’s authorization codes. Your users should not give their authorization codes to any other person or use them anywhere other than within the OTM service. The user’s initial authorization codes will be supplied by an OTM security administrator as described in the general terms and conditions. You are solely responsible for developing appropriate checks and balances to effectively control and monitor the use of the OTM service by all users, including each of your OTM security administrators. We may require that a user provide additional information or use other additional security procedures to authenticate that user. You agree that the security procedures for the OTM service are commercially reasonable for you.
(a) 6TUDual Approval Security Feature U. 6T The security procedures for the OTM service include the use of the “dual approval” security feature. The dual approval security feature requires that at least two authorized users be involved in the initiation and release of any wire transfer or ACH transaction through the OTM service. One user with sufficient initiation entitlements must input the transaction information; and at least one other user with sufficient approval entitlements must approve the transaction before it is released and processed.
(b) 6TUSecure Browsing Software U6T. The security procedures for the OTM service include the requirement that each of your users logs on to the OTM service from a computer (or other supported device) on which you have installed and have running Rapport, the secure browsing software provided by Trusteer Inc. (or one of its affiliates), or other secure browsing software which we may have approved for use with the OTM service. Trusteer Rapport or such other approved secure browsing software is referred to herein as the “secure browsing software.” We use various means to detect if secure browsing software is installed and running on a computer or supported device. If by using the methods we employ at the relevant time, we are not able to detect that secure browsing software is installed and running on the computer or supported device from which one of your users is attempting to access the OTM service, your user will not be permitted to log on to the OTM service from that computer or device. If, however, by using those methods we employ at the relevant time, we determine that secure browsing software is installed and running on a computer or supported device, your user will be able log on to the OTM service from that computer or device (so long as that user also complies with the other security procedures applicable to that user accessing the OTM service). Your use of the secure browsing software will be licensed to you by the vendor of the secure browsing software you are using under a separate license agreement, the “software license agreement.” You agree that your use of the secure browsing software is subject to, and that you are bound by and will comply with, the terms of that software license agreement. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND RELATING TO THE SECURE BROWSING SOFTWARE, INCLUDING ANY REPRESENTATIONS AND WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE HAVE NO RESPONSIBILITY FOR (i) THE PERFORMANCE OF THE SECURE BROWSING SOFTWARE OR THE VENDOR OF THE SECURE BROWSING SOFTWARE, (ii) COMPATIBILITY OR AVAILABILITY OF THE SECURE BROWSING
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SOFTWARE, OR (iii) DAMAGES OF ANY KIND CLAIMED UNDER ANY CAUSE OF ACTION ALLEGED TO INVOLVE OR RELATE TO THE SECURE BROWSING SOFTWARE OR THE VENDOR OF THE SECURE BROWSING SOFTWARE. You are solely responsible for determining if the secure browsing software will work with your equipment, communications capabilities, and other software and for ensuring that any installation of the secure browser software is in accordance with your policies. You agree that any vendor of the secure browsing software you are using is authorized to make certain information related to the computer on which it is installed, including but not limited to the IP address, browser information, and operating system information, available to us, and in that event, we will have no obligation to provide any notices to you, including with respect to any of that information made available to us for the purposes of fraud prevention. Your obligations under the general terms and conditions to maintain the confidentiality of any software, software materials or other related documentation will apply to any documents or information related to the secure browsing software you use.
(c) 6TUYour Use of Non-standard Security Procedures U6T. You acknowledge that we have made available and offered to you commercially reasonable security procedures for use of the OTM service. If you elect to use non-standard security procedures (as reflected by your OTM service profiles as they are in effect at the relevant time or other form acceptable to us), you agree to be bound by any access to the OTM service, any funds transfer to or from any account of yours initiated through the OTM service, and any other instructions submitted through the OTM service, in compliance with the non-standard security procedures that you elected to use, whether such access, funds transfer or other instructions were authorized or not, and you further agree that the non-standard security procedures are commercially reasonable for you. Non-standard security procedures may include (but are not limited to) your election not to use the dual approval security feature, which election may allow a single user to initiate and approve wire or ACH transactions through the OTM service, and your election not to use secure browsing software, which election may allow one or more users to log on to the OTM service from a computer or supported device that does not have secure browsing software installed on it and actively running, You authorize each OTM security administrator to elect on your behalf whether to use a non-standard security procedure. We may, but are not obligated to, accept any such election from an OTM security administrator, and any such election by an OTM security administrator will be binding on you. We are not obligated to implement your request to use non-standard security procedures, and you agree we will have no liability whether or not we implement that request for you.
(d) UHold Harmless and Indemnification U. Without limiting or modifying any other indemnities you provide us and in consideration of our complying with your request to use any non-standard security procedures, you agree, at your sole cost and expense, to indemnify and
hold us harmless against any and all liabilities, claims, damages, losses, demands, fines, judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) incurred by us as a result of your using a non-standard security procedure. In particular, and without limiting your obligation under the foregoing sentence, you will indemnify and hold us harmless against any and all claims and liability related to any unauthorized funds transfers or unauthorized ACH debit entries that are initiated through the OTM service, or any access to data available in the OTM service, in compliance with the non-standard security procedures. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
6. UAccounts U. If any loan or card account types are included in your setup for the OTM service, the term “account” when used in these OTM terms and conditions or the general terms and conditions in reference to the OTM service includes these account types. In such a case, you authorize us to release information relating to any loan or card accounts identified in your OTM service profiles as they are in effect at the relevant time in accordance with these OTM terms and conditions, including the release of such information to any of your OTM users in accordance with the access you have to such information granted to each such OTM user.
7. UProtection of Our Vendor U. We utilize a vendor in providing the OTM service. As a result, you agree that (a) each reference to "we," "us" and "our" in any provision limiting our liability to you or imposing an indemnification obligation on you will, with respect to the OTM service, be deemed to include our vendor and (b) our vendor is a third party beneficiary of these OTM terms and conditions.
8. UMultiple Setups of the OTM Service U. If you have requested that we implement more than one setup of the OTM service for you, then you will need to designate the OTM security administrator(s) and OTM contact for each setup. For an OTM security administrator, OTM contact or user to be authorized for more than one of your setups of the OTM service, you must authorize that OTM security administrator, OTM contact, or other user for each of those setups. An OTM security administrator authorized for one or more of your setups is authorized only to designate your users for those setups and grant those users access to the accounts and services included in those setups of the OTM service for any functionality or entitlement that is available in the OTM service. The company identifier, or “company ID” will be different for each of your setups of the OTM service, and to log on to a setup of your OTM service, your OTM security administrator(s) and other users will use their authorization codes for that setup. If you have more than one setup of the OTM service, each service profile will be for the setup of the OTM service that is identified by the company ID on that service profile or if the service profile does not contain a company ID, the setup of the OTM service for which we implemented the security administrator named on that service profile or otherwise reflected in our records.
Positive Pay and Reverse Positive Pay Service
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1. UDescription of the PPY and RPPY Services U. The SunTrust Positive Pay (“PPY”) and Reverse Positive Pay (“RPPY”) services allow you to give us instructions to return certain checks that you believe may be fraudulent or not validly issued. Details regarding the functionality the PPY and RPPY services and certain formatting and other technical requirements that you must follow when using the PPY or RPPY service are provided in the PPY and RPPY reference materials as we update them from time to time.
2. USelection of Service Options U. You may select the PPY or RPPY service for each account as described below. Your selection of an option for an account is reflected in your PPY and/or RPPY service profiles as they are in effect at the relevant time.
(a) 7TUPositive Pay or “PPY” Service Option U7T.
(i) Presentment Processing U. With the PPY service, you must transmit an issue file to us on each day on which you have issued any checks against any account that is included in your setup for the PPY service. We must receive that issue file by the issue deadline set forth in the PPY reference materials and it must contain all of the information set forth in the PPY reference materials with respect to each check you issued that day. You may send us a separate issue file for each account, or you may send us an aggregate issue file for all of the accounts that are included in your setup for the PPY service. Once we have received your issue file, we will compare the information in that issue file with the information in our systems with respect to checks (A) that have been presented to us through normal check clearing channels for payment against the relevant account and that we have posted to the relevant account, and (B) for which we have provisionally settled. You authorize us to finally pay and charge against the relevant account, each check that matches the information in your issue file. We will notify you of each presented check that is not included in the issue file that we received from you or that reflects information that does not match the information in the issue file we received from you. The checks that are not listed or for which the information does not match are referred to as “mismatched checks.” You must instruct us to pay or return each mismatched check by the payment decision deadline set forth in the PPY reference materials. Your instructions must contain all of the information with respect to each mismatched check set forth in the PPY reference materials. You may elect one of two ways for us to deal with mismatched items if you fail to give us a pay or return decision by the payment decision deadline. Under the “return default” option, you authorize us to return unpaid each mismatched check unless we receive an instruction from you to pay it before the payment decision deadline. Even if you select a return default option, we may post, finally pay and charge against the relevant account a mismatched check you haven’t decisioned (A) as otherwise provided below, for mismatched checks presented over the counter in one of our branches and (B) mismatched checks that we believe in good faith result solely from encoding errors. Under the “pay default” option, you authorize us to finally pay each mismatched check and charge it against the relevant account unless we receive an instruction from you to return it before the payment decision deadline.
Your election of these options is reflected in your PPY service profiles as they are in effect at the relevant time. We may give you the option of not providing information in your issue file on one or more check attributes (such as the payee name) that the PPY service is capable of matching. We may also give you the option to not provide information in your issue file for certain items in situations where you deem it necessary to avoid mismatch situations, such as instances where you believe an item has already been legitimately paid. Of course, not matching all available check attributes or not including information for all items increases the risk that a fraudulent check will not be detected as a mismatched check. As a result, if you make the business decision to not provide information in your issue file with respect to all available check attributes (or if you decide not to provide an issue record at all, for example, in instances where you believe an item has already been paid), you agree that, in addition to the other limits on our liability provided by the master agreement, the general terms and conditions or these PPY terms and conditions, we will not be liable for paying any check that is fraudulent with respect to the attributes for which you failed to provide us information (or for paying an item for which you chose to provide no issue record), so long as we otherwise satisfied our duty of care with respect to the other aspects of the PPY service in processing that check.
(ii) Teller Access Service U. As part of the PPY service, we will also make your issue files available to our branches to assist our tellers in cashing checks. This is referred to as “teller access.” We provide teller access because fraud involving checks presented to tellers for cashing is a common form of check fraud. Using our teller access service is a good way to defend against that form of fraud. If a check presented for payment over the counter in one of our branches against an account that uses teller access (A) is presented before we have received and processed an issue file for such check or (B) is a mismatched check, we will attempt to obtain approval for payment of the mismatched check by calling one of the people you must designate as a “telephone representative” for the relevant account in your PPY service profiles in effect at the relevant time. We will make one attempt to call each telephone representative for the relevant account until we have reached one of them. Each telephone representative is authorized to instruct us to pay or return any mismatched check. If the telephone representative we contact instructs us to pay the check, then you have authorized us to finally pay the check and charge it against the relevant account. If we are unable to contact a telephone representative, or the telephone representative we contact does not instruct us to pay the mismatched check, then you have authorized us to return the check unpaid to the person presenting it to us. Our documentation showing that we contacted or attempted to contact your telephone representatives will be conclusive evidence as to the reason for the action we took. If you do not name at least one telephone representative for each account for which you have elected the PPY service or you fail to keep the telephone representative information reflected in the relevant service profile up to date, you will be deemed to have “opted out” of the teller access service for that account and you agree that we will not have any liability for paying any check presented over the counter in one of our branches, whether or not such check bears a forged or
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unauthorized signature or is counterfeit, altered or otherwise fraudulent or not validly issued, so long as we otherwise process that check in accordance with our standard check cashing procedures.
(b) Reverse Positive Pay or “RPPY” Service Option. With the RPPY service, we will provide you with information on all checks (i) that have been presented to us through normal check clearing channels for payment against the relevant account, (ii) that we have posted to the relevant account, and (iii) for which we have provisionally settled. You must compare that information with your own information on checks that you have issued from the relevant account. If you determine that a check included in the information we provide should be returned, you must notify us by the payment decision deadline set forth in the RPPY reference materials. If we do not receive a notice from you to return a check by the payment decision deadline, you authorize us to finally pay and charge that check against the relevant account. If you select the RPPY service option, then teller access is not available. As a result, you agree that if you select the RPPY service for an account we will not have any liability for paying any check that is presented over the counter in one of our branches, whether or not such check bears a forged or unauthorized signature or is counterfeit, altered or otherwise fraudulent or not validly issued, so long as we otherwise process that check in accordance with our standard check cashing procedures. Similarly, if you select the RPPY service option, we may not provide you information for all check attributes (such as the payee name) that the PPY service is capable of matching. Of course, not matching all available check attributes increases the risk that a fraudulent check will not be detected as a mismatched check. As a result, you agree that, in addition to the other limits on our liability provided in the master agreement, the general terms and conditions or these RPPY terms and conditions, if you select the RPPY service for an account, then we will not be liable for paying any check that is fraudulent with respect to the attributes for which we do not provide you information, so long as we otherwise satisfied our duty of care with respect to the other aspects of the RPPY service in processing that check.
3. UTransmission of Information U. We will transmit information regarding mismatches (for the PPY service) and information regarding
checks that have posted to your account (for the RPPY service) to you by using certain of our online services. You must transmit your issue files (if you select the PPY service) and your pay or return decisions (for both the PPY and RPPY services) to us by using certain of our online services. Your issue files and pay or return decisions must be in a format we have approved. There may be unique situations where the relevant online service is not available. If that occurs, then a mutually agreed-upon alternative delivery method and process will be used to provide the relevant information to you and for you to provide your issue files and/or your pay or return decisions to us.
4. ULimits on Our Liability U. You acknowledge that we will rely completely on information and instructions you give us in providing the PPY and RPPY services to you and that we are not required to inspect any attribute of a check (other than those included in the relevant issue file) that is processed through the PPY or RPPY service. As a result, you agree that in addition to any limitations on our liability under the agreement, we will not have any liability for (a) following instructions we receive from any person we believe in good faith is one of your authorized representatives or telephone representatives or (b) paying or returning any check in accordance with these PPY and RPPY terms and conditions, including any check that (i) bears a forged or unauthorized signature or is counterfeit or otherwise not validly issued or (ii) is altered or otherwise fraudulent with respect to an attribute that the PPY or RPPY service is designed to match. Moreover, you acknowledge that the PPY service is not a substitute for our stop payment service and you agree not to report an item as “void” if you have released the item.
5. USuspension of Service U. You agree that you will be in material breach of these PPY and RPPY terms and conditions if you repeatedly fail to meet any of the deadlines described in the PPY or RPPY reference materials or have an excessive number of checks not reported on your issue file for the PPY service or for which the information is not consistent with our information on checks that have been presented against the relevant account. In addition to any other rights we may have under this the agreement or applicable law, we may immediately suspend your use of the PPY or RPPY services.
Pre-Encoded Deposit Service
1. UDescription of the Service U. The SunTrust pre-encoded deposit or “PED” service allows you to facilitate the processing of your check deposits by encoding certain information in the MICR line of each check prior to making the deposit with us. You may use the PED service with respect to the accounts that are identified in your PED service profiles as they are in effect at the relevant time and that we have included in our implementation of your setup for the PED service. Details regarding PED’s functionality and certain formatting and other technical requirements that you must follow when using the PED service are provided in the PED reference materials as we update them from time to time.
2. UYour Obligations in Making Deposits U.
(a) You must encode, endorse and otherwise process all checks in accordance with the requirements set forth in the PED
reference materials and place them in a sealed, disposable deposit bag(s) or similarly designed tamper-proof bag(s) (each such bag is referred to in these PED terms and conditions a “sealed deposit”) that is clearly marked with your name or identification number. Before you begin using the PED service, you must designate (in a form acceptable to us) the type of bag that you will use. You may not switch to another type of bag without giving us at least 10 days’ prior written notice. Each sealed deposit must be prepared in accordance with the requirements set forth in the PED reference materials. A deposit ticket listing your name, deposit account number and the amount of checks must be included in each sealed deposit.
(b) You must cause sealed deposits to be delivered to the appropriate deposit location(s) that we separately disclose to you from time to time. Delivery may be by mail, by your designated employees or by a courier. Before you begin using the PED service, you must
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designate (in a form acceptable to us) the delivery method you will use. You may not switch to another delivery method without giving us at least 10 days’ prior written notice.
(c) We may reject, impose a special fee on and/or delay processing of any deposit if (i) the deposit ticket does not match the amount of the deposit, (ii) the deposit was not prepared in accordance with the requirements set forth in the PED reference materials, (iii) the deposit is delivered to the wrong deposit location, (iv) the deposit is delivered by a method other than the one you have designated, or (v) any deposit bag appears to be unsealed or to have been tampered with.
(d) In the event that we accept delivery of an unsealed deposit bag or a deposit bag that appears to have been tampered with (each such bag is referred to in these PED terms and conditions as an “unsealed deposit”), we will give you notice on the day we receive it. Unless you have previously given us instructions on how to process unsealed deposits, we will not process or take any action regarding an unsealed deposit until you give us an instruction (in a form acceptable to us) regarding its disposition.
(e) If you are a financial institution, you act as the bank of first deposit (BOFD) on all items you deposit with us. This will require you to place a BOFD endorsement on each physical item deposited with us. This endorsement must be in compliance with Regulation CC regarding content and placement. As the BOFD, you are expected to be the primary agent for resolution of all research items. As the BOFD, your organization has total access to the clearing cycle of each item deposited with us. As your clearing agent, we do not have access to all of the returns information and as such we are less able to resolve all research items. You may re-deposit indemnified copies of previously missing items with us at any time through any depository channel.
3. URisk of Delivery U. You are solely responsible for selecting the method that you will use to deliver deposits to us, including all risks relating to or arising out of that delivery method. We have no responsibility or liability for a deposit until we accept possession of it at the appropriate deposit location (as evidenced by the signature of one of our authorized representatives on the courier’s manifest or our issuance of a receipt acknowledging receipt of the deposit). If you elect to use an employee or a courier to deliver deposits to us, that employee or courier must meet the requirements set forth in the PED reference materials and otherwise be acceptable to us, in our sole discretion. If we determine that your employee or courier does not meet those requirements or is otherwise not acceptable to us in our sole discretion, we may terminate your ability to use the PED service by giving you 10 days’ notice, unless you have switched to another permitted delivery
method or selected a new employee or courier that is acceptable to us within that 10-day period.
4. UOur Obligations in Processing Deposits U.
(a) We will open each sealed deposit, verify the contents against the deposit ticket and deposit the checks to the relevant account. We will process deposits within 24 hours of delivery to the appropriate deposit location. If there is any discrepancy between the total amount of the deposit reflected by you on the deposit ticket and the amount of the deposit reflected by our count, our count will control. A deposit adjustment notice will be sent to you on the day that the discrepancy is discovered.
(b) The relationship of debtor and creditor will not exist between you and us until we deposit the checks to your account.
5. UCash and Other Property U. The PED service is only designed to work with checks. As a result, you agree that we have no liability for coins, currency or other property placed in deposit bags. If we discover coins or currency in a deposit bag, we will process it for deposit to the relevant account and credit that account with the amount of coins or currency reflected by our count (which will control in the event of a dispute). We will return any other property we discover in a deposit bag to you.
6. UReconstruction U. You agree to maintain an image of, or MICR line information for, each check contained in a deposit to aid in reconstruction of the deposit if it is lost in transit or otherwise. If you fail to do so, we will have no liability if the deposit cannot be reconstructed.
7. UYour Indemnity Obligations U. In addition to any other obligation you have to indemnify us, you agree to defend, indemnify, protect and hold us harmless from and against any and all liabilities, claims, damages, losses, demands, fines (including those imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to any encoding error on a pre-encoded check you deposit with us. This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
Return Items Transmission (“RIT”) Service
1. UDescription of the RIT Service U. The SunTrust Return Items Transmission, or “RIT,” service allows you to receive a data transmission of information on the checks and other paper items drawn on domestic institutions that you have deposited into an account you maintain with us and that were returned unpaid, each a “returned item.”
You may use the RIT service with respect to the accounts that are identified in the RIT service profiles, as the same may be in effect at the relevant time, and that we have included in our implementation of your setup for the RIT service. Details regarding RIT’s functionality and certain formatting and other technical requirements that you must follow
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when using the RIT service are provided in the RIT reference materials as we update them from time to time.
2. UOperation of the Service U.
(a) Each banking day we will transmit or make available a data file transmission of information from each returned item that had been deposited into an account included in your setup for that transmission for the RIT service and that was returned on the prior banking day. For each returned item deposited in an account included in your setup for a transmission, we will include in the data file the returned item information you have selected from the information we report through the RIT service to have reported for any returned item deposited into that account. Your selection of what returned item information to report for an account will be reflected in our implementation forms. If on any banking day no returned items are presented for any account included in your setup for a transmission, a data file transmission will not be prepared for that day.
(b) Each RIT service data file transmission will be transmitted through our Online File Transfer, or “OFT,” service or through the transmission means we may otherwise make available from time to time and that you select. Your OFT contact for the setup of a transmission must designate an authorized representative responsible for receiving or retrieving your data file transmissions.
3. USecurity ProceduresU. To retrieve or have us “push” to you your data file transmission through the OFT service you are required to comply with the security procedure for the OFT service. In that regard, you will retrieve your data file transmission after setup on the OFT service by using the unique OFT user ID and password assigned to your company for that setup of a transmission for the RIT service. If you elect for us to “push” your data file transmissions to you through OFT or
by establishing a direct transmission, you must provide us the information needed to access your computer system to deliver the files. We will send the URL address and the user ID and password to the person you designate as your OFT contact. You agree that these security procedures are commercially reasonable for you. You are completely responsible for controlling access to and maintaining the confidentiality of the security procedures and authorization codes and you must promptly report any breach of that confidentiality to us. You are also completely responsible for the actions of your users to whom we or your contact provides authorization codes and any other person who has obtained access to your authorization codes. You represent and warrant that you will maintain commercially reasonable security procedures to prevent unauthorized access to or any misuse of the information contained in the data file once you have receive the data file transmission.
4. UMultiple Setups of the RIT Service U. If you have requested that we implement for you more than one setup for a transmission for the RIT service, a separate company identifier, or “client ID,” number will be assigned for each of those setups for the RIT service. If you have more than one setup of the RIT service, each service profile will be for the setup of the RIT service that is identified by the client ID on that service profile.
5. ULimitation of Liability Specific to the RIT Service U. You acknowledge that information from returned items may be manually keyed into the RIT service data file. You also acknowledge that inherent in the process of manual data entry are mistakes, typos and other inadvertent errors. We do not warrant that any returned item information reported will be error free, and we shall have no liability or other responsibility for errors in any reported returned item information, unless such errors are caused by our gross negligence or willful misconduct.
Scannable Lockbox Service
1. UDescription of the SLB Service U. The SunTrust Scannable Lockbox or “SLB” service is designed to facilitate the receipt and processing of your accounts receivable remittances. Details regarding SLB’s functionality and certain formatting and other technical requirements that you must follow when using the SLB service are provided in the then current version of the SLB reference materials.
2. UImplementation of the SLB Service U. Once we have included the account(s) identified in your SLB service profiles as they are in effect at the relevant time in our implementation of your setup for the SLB service, we will send you a copy of your initial lockbox operating instructions for a particular lockbox number and will update those instructions from time to time based on information you give us. To the extent you elect to have us process items that are not accompanied by coupons through our wholesale lockbox system, we will also give you a copy of the instructions for that system. Once we send you a copy of the initial instructions, we will begin providing the SLB service for you with respect to the account(s) described in those instructions.
3. URequest for Image Services U. The Image services enable you to view images of checks and remittance payment information that are received through your lockbox. You can access these images and transaction information through Image Browser, Image CD ROM and/or Image Transmission file. Details regarding these services, their functionality and certain requirements that you must follow when using the Image services are provided in the then current Image reference materials. We will provide each of the following image service(s) you have selected in your then current SLB service profile for each lockbox you specify therein:
(a) Image Browser - internet-based access to your lockbox images and data with flexible viewing parameters and search capability for check and document information using a specific date or several search criteria, administrative management over users and their access privileges, Web-accessible historical data, exportable transaction information, check and document images that can be emailed directly from this Image service and annotation tools that can be used to create notes or highlight information on check or document images that can be saved for future reference. Batch Download, Full Text Search, Remitter
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Keying capabilities and direct access to the image browser using Lockbox Programmer Interface are also available as additional service selections. You must designate (in a form that is acceptable to us) a security administrator responsible for setting up and maintaining your users’ access to the Image Browser service. We will assign a unique user-specific user ID and password to this designated security administrator and enable access to Image Browser service for the lockbox accounts which have been set up for you. This person has all of the rights and responsibilities described in the general terms and conditions. If you implement image archival services as part of your Image Browser service and your Image Browser service is later terminated, upon request from you, we can create a CD ROM of your archived data and mail it to you.
(b) Image CD ROM - after delivery by mail, you have access to your lockbox images along with index fields of information for long term archival purposes. CD ROM of lockbox images can be downloaded onto your computer. You must designate (in a form that is acceptable to us) a security administrator responsible for using the software needed to access the CD ROM of your lockbox images. The CD ROM will be encrypted to protect your data during transit in the mail. We will provide (by e-mail) a unique PIN number that your security administrator will use to de-encrypt and access the CD ROM. This person has all of the rights and responsibilities described in the general terms and conditions.
(c) Image Transmission file - customized access to your lockbox images along with index fields of information that can be downloaded directly into your Accounts Receivable systems. Image Transmission files are encrypted and are transmitted using File Transfer Protocol (FTP). You must designate (in a form that is acceptable to us) a technical contact responsible for receiving or retrieving your Image Transmission files. You will retrieve your Image Transmission files by accessing a FTP site and by using the unique user ID and password assigned to your company. If you elect for us to “push” your Image Transmission files to you, you can provide us the information needed to access your computer system to deliver the files. We will send the URL address and the user ID and password to the person you designate as your contact. This person has all of the rights and responsibilities described in the general terms and conditions.
You agree that the security procedures for each of the Image services you select are commercially reasonable.
4. UProcessing of DepositsU. We will establish one or more post office boxes or “lockboxes” in your name as described in your SLB service profiles as they are in effect at the relevant time. On each banking day after a lockbox has been established, we will process the checks, drafts and money orders (all of which are referred to as “items”) received in a lockbox in accordance with the instructions in effect at the relevant time and send you deposit advices for those items.
(a) UAutomated Processing System U. We process items through the use of automated systems. You must design your remittance documents (which are referred to as “coupons”) to include supporting documentation containing the information required for us to identify and validate items for automated processing. We will test the
performance of your coupons and will only begin providing the SLB service to you only upon the satisfactory completion of the test.
(b) UItems With Coupons U. We will process items that are accompanied by coupons automatically for deposit into the relevant account. We will not inspect these items for payee name, drawer signature, date, or for items and/or accompanying correspondence containing “payment in full” or other similar payment dispute language. We will not be liable for processing or depositing items without inspecting them for issues relating to any of these attributes.
(c) UItems Without Coupons U. Items that are not accompanied by coupons will be returned to you or processed manually as directed in the instructions. If we process items, we will use good faith efforts to inspect them as follows: (i) an item containing a payee name that does not reasonably correspond with your acceptable payee list (if you have given us one) will be handled in accordance with the instructions in effect at the relevant time; and (ii) if an item contains inconsistent written and numeric amounts, the item will be deposited for the written amount unless the instructions that are in effect at the relevant time direct otherwise. You agree that we do not fail to exercise good faith efforts to inspect an item solely because we process it in a manner inconsistent with this paragraph. We will not inspect (i) any processed item for the drawer’s signature or date or (ii) unless otherwise agreed in writing and in exchange for the payment of a separate per item fee, any processed item and/or accompanying correspondence for “payment in full” or other similar payment dispute language. We will not be liable for any loss resulting from processing any such items, including any items we may inspect for “payment in full” or similar payment dispute language under a separate written agreement. As a part of processing an item, we will enter data regarding certain aspects of an item (such as the drawer’s name and the account invoice number shown on the item) into the data file you will receive. You agree that we will not be liable for good faith errors in any of that data.
(d) UEndorsement U. We will endorse items for deposit with our standard lockbox endorsement and deposit them to the relevant account. We will not be liable for any loss relating to our failure to endorse an item properly.
(e) UStop File U. You may give us a file of items that you do not want us to process. Your file must be in the format and contain the information that we separately disclose to you from time to time with respect to each item that you do not want us to process and we must receive it a reasonable period of time before the items in question are received in a lockbox. We will use good faith efforts to stop processing items described in your file and return them to you, but we will not have any liability if we process any such item.
(f) UForwarding Items U. If you receive an item that should have been delivered to a lockbox, you may forward it to our lockbox department. We will process all such items (whether accompanied by a coupon or not) automatically and without inspecting them. If you have more than one lockbox, you must designate the lockbox through which we should process the item.
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(g) UCash and Other Property U. We will deposit any cash received in a lockbox into the relevant account. Any property other than items, cash and related remittance materials received in a lockbox will be sent to you. You agree that we have no liability for any cash or other property received in a lockbox.
(h) UData Files U. On each banking day, we will make a data file regarding the items processed in each lockbox that day available to you through one of our online services. The data file will be in the format and will contain the information described in the SLB reference materials and the instructions in effect at the relevant time. We will make this information available on each banking day by the reporting time(s) disclosed in the SLB reference materials and the instructions in effect at the relevant time.
5. URemittance Materials U. We will destroy the coupons within five business days after we receive them. We will only return correspondence and other materials (“original remittance materials”) received in a lockbox to you if the instructions in effect at the relevant time direct us to return those materials. You agree that we are not liable for loss, theft, or damage to such materials after they leave our possession, if they are mailed to the address indicated in our records or delivered to your agent or courier. We will destroy the original remittance materials within five business days after we receive them. Once we destroy the original remittance materials, the images of them that we may capture during their processing will be the only source of information about their contents. You agree that we will have no liability for any missed image or if any image we capture is not legible.
6. UAffiliate Deposits U. If you have not given us an acceptable payee list, you represent and warrant to us that you have the authority to have each item received in a lockbox endorsed and deposited into your account(s), even if the payee name on an item is not your name as shown in our records. In addition, if you have given us an acceptable
payee list, you represent and warrant to us that if any name on that list is a separate legal entity (rather than merely a “d/b/a” or trade name that you use), you have authority from that entity to have items payable to it endorsed and deposited into your account(s). You agree to provide us with satisfactory evidence of that authority upon request.
7. UReturn Items U. Unless otherwise stated in the instructions, we will handle dishonored or returned items in accordance with our rules and regulations for deposit accounts in effect at the relevant time.
8. UTermination U. If these SLB terms and conditions or the agreement is terminated, we will complete the processing of items we received prior to the termination date. For a period of 90 days after the termination date, we will forward all lockbox remittances to you or as you may otherwise direct (in a form acceptable to us). After that time, we will stamp all remittances “refused” and return them to the sender.
9. UTransfer of Lockbox Materials. If you designate a courier service or other authorized representative (your agent) to pick up copies of items, remittance materials, or any other property, from any lockbox site, you agree that transfer of possession of such materials to your agent constitutes delivery to you, and you assume any and all risks incidental to or arising out of such transfer to your agent. You agree that we have no responsibility for such materials after we mail them (when mailing is requested or required) or after transfer to your agent. We are authorized to provide such materials to such agent until we receive notice of cancellation of that authority and we have had a reasonable period of time to act on that request. At our election, any lockbox materials that are not picked up within forty-eight (48) hours after we process the related items, may, at your expense, be mailed by overnight delivery or other means to the address indicated in our records. The above transfer service is subject to applicable service charges.
Smart Safe Daily Deposit Posting Service
1. Description of the Smart Safe Daily Deposit Posting Service. The SunTrust Smart Safe Daily Deposit Posting or “SSDDP” service is designed to facilitate your deposit needs by allowing you to include in your daily cash vault deposit totals the amount of currency reported electronically by a smart safe as having been accepted into that smart safe. Your use of the SSDDP service is subject to the terms and conditions for the cash vault service.
2. Definitions. The following terms have the specified meanings for the purposes of these SSDDP terms and conditions:
(a) “UElectronic feed U” means an electronic file transmission from a smart safe to the safe provider that services that smart safe reporting the value of all currency accepted into that smart safe since the last such electronic file transmission from that smart safe to such safe provider.
(b) “UElectronic posting file U” means an electronic file created and transmitted to us by a safe provider, specifying by safe location the total amount of currency accepted into all of your smart safes serviced
by such safe provider, based on the amounts reported by the electronic feeds of those smart safes, since the last such electronic file was created and transmitted to us by that safe provider.
(c) “ULoose currencyU” means any currency dropped into the drop slot of a smart safe for safekeeping, rather than being inserted into the note acceptor on the safe for purposes of being accepted, counted and reported by the smart safe. Loose currency dropped into the drop slot is not deemed accepted by the smart safe, will not be counted by or included in an electronic feed from the smart safe, and for purposes of these SSDDP terms and conditions is not considered part of the contents of the safe.
(d) “Smart safe” means an intelligent safe (and related software and accessories) that can count, record and electronically report the currency accepted into it and that is compatible with the SSDDP service.
(e) “USafe location U” means a location where you maintain a smart safe and which we have agreed to include in our implementation
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of your setup for the SSDDP service as reflected in our records as they are in effect at the relevant time.
(f) “USafe provider U” means a third-party armored courier or other vendor that provides you a smart safe and with whom we have an agreement regarding certain issues relating to your use of that smart safe.
3. USmart Safe(s) U. To use the SSDDP service, you must obtain one or more smart safes. You acknowledge that you will obtain each smart safe directly from a safe provider and, as a result, all warranty obligations and contracts are to be handled directly with that safe provider. In no event will we be responsible for any aspect of the use or maintenance of any smart safe or the acts or omissions of any safe provider. You must identify (in a form acceptable to us) the safe location and safe provider for each smart safe and may not change the safe location or safe provider for a smart safe without giving us notice (in a form acceptable to us) at least 5 business days before such change takes effect.
4. UScheduled Pickups; Physical Delivery U. You must have the contents of each smart safe picked up by the relevant safe provider at least once every other week. If a scheduled pick-up falls on a holiday for you or that safe provider, the pick-up must occur on the next day that is a business day for both you and that safe provider. You are solely responsible for engaging the relevant safe provider as your armored courier to deliver the currency contained in each smart safe to such safe provider’s processing site, count and verify the contents of the smart safe, and deliver the currency to us. We have no responsibility or liability for any currency contained in a smart safe until the relevant safe provider delivers the currency to us by physically placing that currency in our inventory held at such safe provider’s processing site. Any loose currency must be prepared, placed in a sealed, disposable deposit bag and delivered by your armored courier to the appropriate vault location in accordance with the terms and conditions for the cash vault service.
5. UBack-up Reports U. Upon our request, you will provide back-up information to verify the amount of currency deposited in each smart safe, including copies of the content reports and your business records.
6. UElectronic Posting; Cut-off Time U. We will process an electronic posting file and post the total amount of currency reported for you in that electronic posting file to the account(s) included in your setup of the SSDDP service which you designated, as reflected in our records as they are in effect at the relevant time, as part of our nightly deposit account processing on the night of our business day that we received such electronic posting file. If we receive an electronic posting file from a safe provider after the cut-off time on a business day that we separately disclose to you from time to time, that electronic positing file will be deemed to have been received by us on our next business day.
7. UProvisional Credits; Adjustments; Discrepancies U. You acknowledge and agree that any credits posted to your account(s) based on the amount of currency reported by a safe provider in an electronic posting file are provisional. We may make adjustments to your account(s), without prior notice to you, if the amount of the currency delivered to us by a safe provider is different than the amount reported in an electronic posting file or we otherwise do not receive all
currency for which you have been given a provisional credit. For example, we may make adjustments to your account(s) if an electronic feed over-reports the amount of the currency accepted into a smart safe, if a safe provider misreports in an electronic posting file the amount of currency reported in an electronic feed or if a smart safe or the currency it contains are lost, stolen or destroyed before that currency is physically placed in our inventory held at the relevant safe provider’s processing site. In addition to any other rights we may have, if there are insufficient funds in the account(s) to cover any such adjustment, then you agree to reimburse us on demand for the remaining amount of such adjustment and you authorize us to set-off the remaining amount of such adjustment against any other accounts you have with us and contents of any smart safe. The contents of each smart safe will be counted and verified by the relevant safe provider prior to being physically placed in our inventory held at that safe provider’s processing site. We do not have any responsibility or liability for any discrepancy between the amount of currency reported by any smart safe and the amount of currency counted by the relevant safe provider. If there is a discrepancy between the amount of the currency reported by a smart safe and the count of that currency by the relevant safe provider, the safe provider's count will control. Similarly, we do not have any responsibility or liability for any discrepancy between the amount of currency counted by the relevant safe provider and our count of that currency. If there is a discrepancy between a safe provider's count of currency in a smart safe and our count of the currency from that smart safe that is physically placed in our inventory held at such safe provider’s processing site, our count will be final.
8. UOwnership, Pick-up and Shortfalls of Currency U. If we have given you provisional credit on the basis of an electronic posting file, then you agree that the currency contained in your smart safe(s) to which that provisional credit relates is our property, and we may pick up that currency at any reasonable time. You will take any actions we reasonably request to assist us in picking up the contents from your smart safe(s). If, notwithstanding your agreement that ownership of currency contained in a smart safe is transferred to us at the time we provisionally credit your account(s) for that currency, it is ever determined that you have any ownership or other rights in that currency, then (a) you grant us a security interest in all your right, title and interest in such currency to secure all of your obligations to us with respect to the SSDDP service and (b) you acknowledge that your safe provider is acting as our agent solely for the purpose of taking possession of such currency. Notwithstanding the foregoing, and except as provided in the next sentence, you will still be liable for the loss of any currency from any smart safe until the relevant safe provider physically places that currency in our inventory held at such safe provider’s processing site. If we pick up the currency held in a smart safe, then you will not be responsible for the loss of that currency (as reflected in the contents report generated by such smart safe at the time we pick up such currency) once it has been delivered to us or our armored courier. You will not make any demand or bring any claim, action or proceeding of any kind against any of our armored couriers, including any safe provider serving as our armored courier, related to any of those armored couriers picking up the contents of a smart safe or otherwise following our instructions with respect to the contents of a smart safe. If, at any time, there is not enough currency in that smart safe to satisfy both our claim to the amount of currency that is our property and your claim to
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any additional currency that the smart safe reports has been accepted into it, then the currency that is in such smart safe will be allocated first to satisfy our claim in full before any such currency is allocated to satisfy any part of your claim. This means that you will be responsible for any currency shortfall in such smart safe. For example, if we have given you provisional credit for $1,000 with respect to the currency that has been accepted into a smart safe as reported in an electronic posting file and the smart safe also reports that it has accepted an additional $500, then the smart safe should contain a total of $1,500 in currency. If, however, the smart safe contains only $1,200 at the time we pick up the currency that is our property from that smart safe, we would be entitled to the full $1,000 that is our property before you would be entitled to any currency. As a result, you would be responsible for the entire currency shortfall ($300 in this example) and would only have a claim to the remaining currency in such smart safe ($200 in this example). Moreover, if the smart safe contains only $900 at the time we pick up the currency that is our property from that smart safe, we would be entitled to the full $900 that is our property and we would also be entitled to an adjustment to your account(s) and exercise any other rights and remedies we have against you to recover the remaining $100 that is our property. You would not be entitled to any currency in such smart safe in this example.
9. UCash Vault Service U. These SSDDP terms and conditions are expressly made a part of the terms and conditions for the cash vault service and are subject to the terms and conditions for the cash vault service. Terms that are defined in the terms and conditions for the cash vault service have the same meanings when used in these SSDDP terms and conditions. If there is any inconsistency on a particular issue between these SSDDP terms and conditions and the terms and conditions for the cash vault service, these SSDDP terms and conditions will control. You understand and agree, however, that our agreement to provide the SSDDP service does not permit you to use any other aspect of the cash vault service unless we have agreed to include it in our implementation of your setup for the cash vault service. Your right to use the SSDDP service will terminate immediately upon termination of your right to use the cash vault service.
10. UTermination U. We may terminate the SSDDP service immediately by giving you written notice of that termination. You may terminate your use of the SSDD service by giving us written notice of that termination; provided that any termination by you will not be effective until we have had a reasonable time to act on your notice.
Tax Payment Service
1. UDescription of the TTAXplus Service U. The SunTrust Electronic Tax Payment or “TTAXplus®” service allows you to initiate federal and state electronic tax payment entries through the automated clearing house (“ACH”), which is a funds transfer system for sending and settling electronic entries among participating financial institutions. Details regarding functionality and certain requirements that you must follow when using the service are provided in the TTAXplus reference materials, which are made a part of this agreement, as they are updated from time to time.
2. UFunctioning of the TTAXplus Service U. Under the TTAXplus service, we act as the originating depository financial institution or “ODFI” with respect to tax payment entries that you send us or that are sent to us on your behalf for the Federal Tax ID Numbers that you have identified (in a form acceptable to us) and we have included in our implementation of your setup for the TTAXplus service. Those tax payments entries will be settled to the account that is identified in your TTAXplus service profile as it is in effect at the relevant time. You may use the TTAXplus service to send us state tax payment entries with respect to any state tax authority supported by the service after you have complied with our service requirements and the state enrollment process. You will be the “originator” for each of those entries (as that term is defined in) and your use of the TTAXplus service is subject to and you are bound by the National Automated Clearing House Association Rules and Operating Guidelines as in effect at the relevant time.
3. UYour Warranties U. You represent and warrant to us that (i) you will complete and return to us IRS Form 8655-Reporting Agent Authorization and (ii) you will comply with all equivalent state tax payment requirements. You agree to immediately notify us if any representation or warranty you make to us is no longer true.
4. UOrigination and Processing of Entries U. You must send all tax payment entries to us by using the procedures set forth in the TTAXplus reference materials. You will fund all tax payments at least two business days prior to the date established for us to process and settle your tax payment entries and we may not process tax payment entries if timely funding has not occurred. Failure to provide timely funding may be deemed a material violation of this agreement. If we receive your tax payment entries after the delivery deadline set forth in the TTAXplus reference materials, we will treat them as if we received them on our next business day. We will format, process and settle to the account identified in your TTAXplus service profile as it is in effect at the relevant time, all tax payment entries that we receive from you in accordance with the ACH Rules, this agreement and the TTAXplus reference materials.
5. USecurity Procedures U. The following security procedures apply to all tax payment entries:
(a) UAccess Code U. We will give you an authorization code that the TTAXplus system may refer to as an access code. You must use the access code (or your Tax Payment Identification Number) to send us a tax payment entry for any Federal Tax ID Number that we have included in your setup for the service.
(b) UPassword/PINU. We will give you another authorization code that the TTAXplus system may refer to as a password or PIN. Each password/PIN is uniquely linked to a particular Federal Tax ID Number and for each Federal Tax ID Number you must use the appropriate password/PIN for each particular tax payment entry you want to send us.
The authorization codes are not user-specific. This means that all of your authorized users must use the same set of authorization codes to
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initiate a tax payment entry for a particular Federal Tax ID Number. We will send all of the authorization codes to the person identified as your "contact" in your TTAXplus service profile as it is in effect at the relevant
time. Your contact is then responsible for distributing the authorization codes to your users. You agree that these security procedures are commercially reasonable.
Universal Payment Identification Code Service
1. UDescription of the UPIC Service U. The SunTrust Universal Payment Identification Code or “UPIC” service provides a unique number assigned to one of your SunTrust demand deposit accounts, which you can provide to your trading partners who make payments to you through ACH. Your use of the UPIC service allows you to mask your banking relationship and account number to reduce the risk of fraudulent use of your account. Details regarding UPIC's functionality and certain formatting and other technical requirements that you must follow when using the UPIC service are provided in the UPIC reference materials as we update them from time to time.
2. URoles under the UPIC Service U. We will assign a separate UPIC number to each of your eligible accounts that is identified in your UPIC service profiles as they are in effect at the relevant time. Under the UPIC Service, we act as the receiving depository financial institution or “RDFI” with respect to UPIC entries that are sent to us on your behalf. As a Receiver, you agree to comply with the National Automated Clearing House Association “NACHA” Rules and to comply with any
UPIC rules and procedures as adopted by The Clearing House Payments Company L.L.C.
3. UEligible Accounts U. The UPIC service may only be used for a demand deposit account or other transaction account of a corporation, partnership, limited liability company, or unincorporated association; the United States or an agency of the United States; a state or local government or an agency of a state or local government; or one or more individuals when the account is used primarily for business purposes. An account of one or more individuals used primarily for personal or household purposes may not be used with the UPIC Service.
4. UUse of UPIC Number U. The UPIC number is only to be used for incoming electronic ACH credits. You may provide the UPIC number and the related universal routing number to your business trading partners that wish to originate ACH credit entries to you. You represent that you have not and will not authorize any person or entity to originate any debit entries using the assigned UPIC number. We may terminate your use of the UPIC service at any time.
Wholesale Lockbox Service
1. UDescription of the WLB Service U. The SunTrust Wholesale Lockbox or “WLB” service is designed to facilitate the receipt and processing of your accounts receivable remittances. Details regarding WLB’s functionality and certain formatting and other technical requirements that you must follow when using the WLB service are provided in the WLB reference materials as we update them from time to time.
2. UImplementation of the WLB Service U. Once we have included the account(s) identified in your WLB service profiles as they are in effect at the relevant time in our implementation of your setup for the WLB service, we will send you a copy of your initial lockbox operating instructions for a particular lockbox number and will update those instructions from time to time based on information you give us. Once we send you a copy of the initial instructions, we will begin providing the WLB service for you with respect to the account(s) described in those instructions.
3. URequest for Image Services U. The Image services enable you to view images of checks and remittance payment information that are received through your lockbox. You can access these images and transaction information through Image Browser, Image CD ROM and/or Image Transmission file. Details regarding these services, their functionality and certain requirements that you must follow when using the Image services are provided in the Image reference materials as they are updated from time to time. We will provide you one or more of the following image service(s) as reflected in your WLB service profiles as they are in effect at the relevant time:
(a) Image Browser - internet-based access to your lockbox images and data with flexible viewing parameters and search capability for check and document information using a specific date or several search criteria, administrative management over users and their access privileges, Web-accessible historical data, exportable transaction information, check and document images that can be emailed directly from this Image service and annotation tools that can be used to create notes or highlight information on check or document images that can be saved for future reference. Batch Download, Full Text Search, Remitter Keying capabilities and direct access to the image browser using Lockbox Programmer Interface are also available as additional service selections. You must designate (in a form that is acceptable to us) a security administrator responsible for setting up and maintaining your users’ access to the Image Browser service. We will assign a unique user-specific user ID and password to this designated security administrator and enable access to Image Browser service for the lockbox accounts which have been set up for you. This person has all of the rights and duties described in the general terms and conditions. If you implement image archival services as part of your Image Browser service and your Image Browser service is later terminated, upon request from you, we can create a CD ROM of your archived data and mail it to you.
(b) Image CD ROM - after delivery by mail, you have access to your lockbox images along with index fields of information for long term archival purposes. CD ROM of lockbox images can be downloaded onto your computer. You must designate (in a form that is acceptable to us) a security administrator responsible for using the software needed to access the CD ROM of your lockbox images. The CD ROM will be
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encrypted to protect your data during transit in the mail. We will provide (by e-mail) a unique PIN number that your security administrator will use to de-encrypt and access the CD ROM. This person has all of the rights and responsibilities described in the general terms and conditions.
(c) Image Transmission file - customized access to your lockbox images along with index fields of information that can be downloaded directly into your Accounts Receivable systems. Image Transmission files are encrypted and are transmitted using File Transfer Protocol (FTP). You must designate (in a form that is acceptable to us) a technical contact responsible for receiving or retrieving your Image Transmission files. You will retrieve your Image Transmission files by accessing a FTP site and by using the unique user ID and password assigned to your company. If you elect for us to “push” your Image Transmission files to you, you can provide us the information needed to access your computer system to deliver the files. We will send the URL address and the user ID and password to the person you designate as your contact. This person has all of the rights and duties described in the general terms and conditions.
You agree that the security procedures for each of the Image services you select are commercially reasonable.
4. UProcessing of Deposits U. We will establish one or more post office boxes or “lockboxes” in your name as described in your WLB service profiles as they are in effect at the relevant time. On each banking day after a lockbox has been established, we will process the checks, drafts and money orders (all of which are referred to as “items”) received in a lockbox in accordance with the instructions in effect at the relevant time and send you deposit advices for those items.
(a) UEndorsement U. We will endorse items for deposit with our standard lockbox endorsement and deposit them to the relevant account. We will not be liable for any failure to endorse an item properly.
(b) UForwarding Items U. If you receive an item that should have been delivered to a lockbox, you may forward it to our lockbox department. If you have more than one lockbox, you must designate the lockbox through which we should process the item.
(c) UInspection of Items U. We will use good faith efforts to inspect items as follows: (i) an item containing a payee name that does not reasonably correspond with your acceptable payee list (if you have given us one) will be handled in accordance with the instructions in effect at the relevant time; and (ii) if an item contains inconsistent written and numeric amounts, then: (A) if the item is accompanied by an invoice and one of the amounts is consistent with the invoice amount, the item will be deposited for the invoice amount or (B) if (1) the item is accompanied by an invoice and neither of the amounts is consistent with the invoice amount or (2) the item is not accompanied by an invoice, the item will be deposited for the written amount unless the instructions that are in effect at the relevant time direct otherwise. You agree that we do not fail to exercise good faith efforts to inspect an item solely because we process it in a manner inconsistent with this paragraph.
(d) USignature, Date or Disputed Items U. We will not inspect (i) any item for the drawer’s signature or date or (ii) unless otherwise agreed in writing and in exchange for the payment of a separate per item fee, any item and/or accompanying correspondence for “payment in full” or other similar payment dispute language. We will not be liable for any loss resulting from processing any such items, including any items we may inspect for “payment in full” or similar payment dispute language under a separate written agreement.
(e) UCash and Other Property U. We will deposit any cash received in a lockbox into the relevant account. Any property other than items, cash and related remittance materials received in a lockbox will be sent to you. You agree that we have no liability for any cash or other property received in a lockbox.
5. URemittance Materials U. We will only return to you the original remittance materials (such as invoices, payment coupons, correspondence and the like) received in a lockbox if the instructions in effect at the relevant time direct us to return those materials. You agree that we are not liable, for loss, theft, or damage to such materials after they leave our possession, if they are mailed to the address indicated in our records or delivered to your agent or courier. We will destroy the original remittance materials within 10 days after we receive them. Once we destroy the original remittance materials, the images of them that we may capture during their processing will be the only source of information about their contents. You agree that we will have no liability for any missing image or if any image we capture is not legible.
6. UAffiliate Deposits U. If you have not given us an acceptable payee list, you represent and warrant to us that you have the authority to have each item received in a lockbox endorsed and deposited into your account(s), even if the payee name on an item is not your name as shown in our records. In addition, if you have given us an acceptable payee list, you represent and warrant to us that if any name on that list that is a separate legal entity (rather than merely a “d/b/a” or trade name that you use), you have authority from that entity to have items payable to it endorsed and deposited into your account(s). You agree to provide us with satisfactory evidence of that authority upon request.
7. UReturn Items U. Unless otherwise stated in the instructions, we will handle dishonored or returned items in accordance with our rules and regulations for deposit accounts in effect at the relevant time.
8. UTermination U. If your use of the WLB service or the agreement is terminated, we will complete the processing of items we received prior to the termination date. For a period of 90 days after the termination date, we will forward all lockbox remittances to you or as you may otherwise direct (in a form acceptable to us). After that time, we will stamp all remittances “refused” and return them to the sender.
9. Transfer of Lockbox Materials. If you designate a courier service or other authorized representative (your agent) to pick up copies of items, remittance materials, or any other property, from any lockbox site, you agree that transfer of possession of such materials to your agent constitutes delivery to you, and you assume any and all risks incidental to or arising out of such transfer to your agent. You agree that we have no responsibility for such materials after we mail them (when mailing is requested or required) or after transfer to your agent.
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We are authorized to provide such materials to such agent until we receive notice of cancellation of that authority and we have had a reasonable period of time to act on that request. At our election, any lockbox materials that are not picked up within forty-eight (48) hours after we process the related items, may, at your expense, be mailed by overnight delivery or other means to the address indicated in our records. The above transfer service is subject to applicable service charges.
Wire Transfer Service
1. UDescription of the Wire Transfer Service U. The SunTrust Wire Transfer service is a funds transfer system that is available over the Internet through certain designated online services or dedicated telephone lines for sending and settling payment orders among participating financial institutions. You may use the Wire Transfer service with respect to the accounts and authorized senders that you have identified (by your confirmation of a Wire Schedule A and H Service Profile and acceptance of the SunTrust Funds Transfer Agreement) and that we have included in our implementation of your setup for the Wire Transfer service. Details regarding the SunTrust Funds Transfer Agreement are provided as an addendum to these Terms and Conditions as we update them from time to time. In the event of any conflict between these Terms and Conditions and the SunTrust Funds Transfer Agreement, the Agreement will prevail.
2. UDesignation of Authorized Senders U. In order to use the Wire Transfer service, you must designate person(s) as Authorized Senders who will initiate and verify payment orders and provide instructions with respect to any authorized account. These persons will have all of the rights and responsibilities described in the SunTrust Funds Transfer Agreement and will be identified in your Wire Transfer service profiles as they are in effect at the relevant time.
3. USecurity Procedures U. The security procedures for the Wire Transfer service include the requirement that your Authorized Senders use the PIN codes that we will assign as described in the SunTrust Funds Transfer Agreement. You agree that these security procedures, as defined in the SunTrust Funds Transfer Agreement are commercially reasonable.
Zero Balance Account Service
1. Description of the ZBA Service U. The SunTrust Zero Balance Account or “ZBA” service allows you to manage your cash flow by aggregating debit and credit entries from one or more zero balance or “subsidiary” accounts to a master account on a daily basis.
2. UDaily Posting and Funding U. You may use the ZBA service with respect to the subsidiary accounts, master accounts any supermaster accounts (if any) reflected in your ZBA service profiles as they are in effect at the relevant time and that we have included in our implementation of your setup of the ZBA service. At the end of each banking day, we will transfer all debit and credit entries that were posted to a subsidiary account that banking day to the master account for that subsidiary account as identified in your ZBA service profiles as they are in effect at the relevant time, so that each subsidiary account has a zero ledger balance (or the target ledger balance, if any, indicated for that subsidiary account in your ZBA service profiles as they are in effect at the relevant time) at the end of each banking day. We will do this by posting to the relevant master account a single debit entry equal to the total amount of all checks, drafts, withdrawals and other debits (if any) in each subsidiary account, and a single credit entry equal to the total amount of all deposits, transfers and other credits (if any) in each subsidiary account or, at your option, we will post to the relevant master account a single entry equal to the net debit or credit activity in each subsidiary account. When we post these entries to a master account, we will also post offsetting entries to the relevant subsidiary account. You agree to maintain sufficient available balances at all times in each master account identified in your ZBA service profiles as they are in
effect at the relevant time to cover any debit activity (and any target ledger balances) of all subsidiary accounts funded by that master account as well as any debits presented directly against that master account. We are not obligated to pay checks, drafts, withdrawal requests or other debits presented against a master account or a subsidiary account unless there are sufficient available funds on deposit in the applicable master account. You agree that we may fund subsidiary account activity from the applicable master account identified in your ZBA service profiles as they are in effect at the relevant time whether or not the ownership and/or authorized signers of the subsidiary account are the same as those for the master account.
3. USuper Master Accounts U. If you have identified one or more super master accounts in your ZBA service profiles as they are in effect at the relevant time, any master account funded by the super master account will be treated as a subsidiary account of that super master account.
4. UDuration and Changing of Options U. Once you have confirmed a service profile for this service and we have included the information from it in our implementation of your setup for the ZBA service, we will post the total of all debits and the total of all credits (or, at your option, the net amount of all debits and credits) from each subsidiary account to the relevant master account in accordance with the selections reflected in that service profile for this service until (a) your use of the ZBA service or the agreement is terminated or (b) you confirm a ZBA service profile that adds, deletes or modifies your previous selections and we
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have had a reasonable time to act on it before we receive the relevant debits or credits.
5. UTermination of Service U. We may terminate the ZBA service immediately by giving you notice of the termination. You may terminate
the ZBA service by giving us notice of the termination, provided that any termination by you will not be effective until we have had a reasonable time to act on your notice.
Funds Transfer Agreement
This SunTrust Funds Transfer Agreement, the terms and conditions of which are set forth below, shall govern all funds transfers between Bank and Customer. 1. Definitions. The following are defined terms:
Account means the account(s) designated by Customer on its Schedule A to this Agreement (as superseded from time to time by Customer as provided herein) to be used as the source of payment for Payment Orders.
Authorized Sender means a person designated by Customer on its Schedule A to this Agreement (as superseded from time to time by Customer as provided herein), authorized to submit and/or verify Payment Orders and Instructions to Bank.
Bank means the SunTrust Bank(s) where the Account is maintained, its/their successors and assigns.
Confirmation means any notice (oral, written, electronic, or otherwise) informing Customer of the date and amount of each Transfer to or from an Account.
Customer means the individual who or entity which signed Schedule A to this Agreement.
Instructions means the Transfer related directions given by an Authorized Sender to Bank, including amendments or cancellations of Payment Orders.
Payment Order means a request (oral, written, or electronic) from an Authorized Sender directing Bank to initiate a Transfer from an Account.
International Payment Order means a Payment Order in which the beneficiary’s bank is located outside of the United States.
PIN means the personal identification number assigned by Bank to each Authorized Sender.
Repetitive Transfers mean Transfers initiated by Payment Orders in which the debit and beneficiary information designated by Customer on its Schedule B to this Agreement (as amended from time to time by Customer) remains constant, but the date and dollar amount vary.
Standing Order Transfers mean Transfers made as ordered by Customer on its Schedule D to this Agreement (as amended from time to time by Customer) in which the debit and beneficiary information remain constant, but the date and dollar amount may vary.
Statement means Customer’s periodic Account statement.
Transfer means a transfer of funds by Fedwire, SWIFT, telex, computer terminal, electronic, or other means, including Repetitive Transfers and Standing Order Transfers, but excluding transfers made through the ACH system, as defined by the operating rules of the National Automated Clearing House Association.
Test Key means a method for detecting errors in the amount of a Payment Order through codes, mathematical equations, identifying words, or numbers.
2. Authorized Sender. Authorized Senders may provide Payment Orders and Instructions
to Bank with respect to any authorized Account. If Customer desires to revoke or modify the authority of any Authorized Sender or add additional Authorized Senders, Customer shall execute and deliver to Bank a new Schedule A which shall supersede its prior Schedule A and revoke all prior authorizations. In addition to listing new Authorized Senders, any subsequent Schedule A must list all Authorized Senders designated on its prior Schedule A and state whether or not there is any revocation or change of authority for each previously listed Authorized Sender. Bank shall have no liability for any loss arising from Customer’s failure to provide information revoking or changing an Authorized Sender’s authority in the manner stated above. Any new Schedule A shall not be effective until accepted by Bank and Bank has had a reasonable time to act upon it.
3. Form of Instructions.
Bank may act upon Payment Orders or Instructions. Any Payment Order or Instruction which does not comply with Bank's procedures or which exceeds the available balance of the funds on deposit in an Account may be canceled from Bank's wire system without notice to Customer or liability to Bank.
USpecial Instructions U. Customer may elect to authorize Repetitive Transfers on its Schedule B and Standing Order Transfers on its Schedule D to this Agreement. Bank's assignment, if any, of a repetitive code for Repetitive Transfers is not a security procedure and will not be used as such.
UElectronic Instructions U. If Bank accepts Customer's election to initiate Payment Orders and Instructions from Customer's electronic access system, Customer shall be responsible for the security and confidentiality of Customer's system and for the accuracy and completeness of any data received by Bank. Bank will not verify any electronically initiated Transfer.
4. Confirmations and Duty to Report Errors.
The date and amount of each Transfer are described on the applicable Statement. Subject to the charges referenced in Paragraph 12, herein, Bank may also deliver Confirmations to Customer at the address, telephone/facsimile number or other communications system specified by Customer. Customer may elect on its Schedule E to this Agreement, to receive facsimile Confirmations. A Customer initiating Transfers from its electronic access system may receive on-line Confirmation of each Transfer. Bank will not deliver next day notice of receipt of incoming Transfers. Customer shall examine upon receipt, but in no event later than 30 days after receipt, any Statement or Confirmation (whichever first occurs) and notify Bank of errors, if any. Failure to notify Bank of any error within such 30 day time period shall relieve Bank of all liability for the Transfers reflected in such Statement or Confirmation.
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5. Amendment or Cancellation of Payment Orders.
Any Instruction canceling or amending a Payment Order is not effective unless Bank has received such Instruction at a time and in a manner affording Bank a reasonable opportunity to act before making the Transfer. If an Authorized Sender requests that Bank attempt to recover transferred funds, Customer may be required to deposit funds with Bank or provide other payment assurances that are satisfactory to Bank to cover the cost, expense, charges, and/or attorneys' fees incurred by Bank in its recovery attempt. Bank's attempt to recover funds shall not be an acceptance of responsibility for the completed Transfer. Bank does not guarantee the recovery of all or any part of a Transfer.
6. Deadlines.
Bank shall establish deadlines for the receipt of Payment Orders and Instructions, including cancellations and amendments. Payment Orders and Instructions received after the deadline shall be treated as received on the next business day. Bank may, in its sole discretion, execute Payment Orders received after the deadline on that same business day only as an accommodation to Customer.
7. Security Procedures.
UAcknowledgment and Amendment U. Customer acknowledges that the Bank's security procedures are commercially reasonable. Bank reserves the right to change the security procedures from time to time.
UPINs U. Bank shall assign a PIN to each Authorized Sender which must be used each time an Authorized Sender makes or verifies Transfers or provides Instructions. Customer shall be responsible for maintaining the confidentiality of the PINs and shall promptly report any breach of confidentiality to Bank.
UVerification U. Bank may, in its sole discretion, verify or authenticate any Payment Order or Instruction by contacting Customer by telephone or by any other means deemed reasonable by Bank, but Bank is under no obligation to do so. If Bank is unable to verify or authenticate a Payment Order or Instruction, it is within the Bank's sole discretion to either effect or refuse such Payment Order or Instruction. Bank will not verify any Transfer initiated electronically.
UTest Key U. Bank may upon Customer's written request, provide a Test Key for detecting errors in the amount of a Payment Order. If Customer elects to use a Test Key, any Payment Order which passes the Test Key shall be deemed correct as to amount. Bank and Customer acknowledge that no other error detection procedure for dollar amount verification has been established.
8. Recording.
Customer consents to Bank recording telephone calls, including, without limitation, Payment Orders and Instructions. Customer assumes the responsibility for obtaining the consent of the Authorized Senders for these recordings. The recordings made shall be conclusive confirmation of Payment Orders and Instructions. Customer acknowledges that not all calls will be recorded.
9. International Transactions.
International Payment Orders. If Bank receives a U.S. Dollar-denominated International Payment Order, then (except as provided in the next sentence) Customer hereby instructs Bank to either:
(a) convert the amount of such International Payment Order into the currency (the “Conversion Currency”) of the country in which the beneficiary’s bank is located (at Bank’s sale rate for the Conversion Currency in effect on the date Bank executes such International Payment Order), execute such International Payment Order by issuing a payment order for the corresponding amount of the Conversion Currency and forward to the beneficiary’s bank the relevant currency conversion data; or
(b) execute such International Payment Order by issuing a U.S. Dollar-denominated payment order in the amount of such International Payment Order to an intermediary bank and instruct such intermediary bank to convert the amount of such payment order into the Conversion Currency (at such intermediary bank’s sale rate for the Conversion Currency in effect on the date such intermediary bank executes such payment order).
Bank will not convert (or instruct an intermediary bank to convert) a U.S. Dollar-denominated International Payment Order into the Conversion Currency if (1) such International Payment Order specifies an intermediary bank, (2) the amount of such International Payment Order exceeds an amount (the “Conversion Cap”) specified by Bank and in effect on the date it executes such International Payment Order, (3) the Conversion Currency is not a currency (an “Eligible Currency”) specified by Bank as one into which it will convert U.S. Dollar-denominated International Payment Orders on the date Bank executes such International Payment Order, (4) Customer gives an Instruction (a “No-Conversion Instruction”) along with such International Payment Order that it is not to be converted into the Conversion Currency or (5) such International Payment Order is subject to an opt out election for automatic currency conversion as reflected on a Schedule H to this Agreement (if any) that is in effect on the date Bank executes such International Payment Order.
Bank’s experience is that a very high percentage of U.S. Dollar-denominated International Payment Orders are converted into the Conversion Currency by the beneficiary’s bank before being made available to the beneficiary. Bank believes the conversion of U.S. Dollar-denominated International Payment Orders into the Conversion Currency before they are executed by Bank may offer several benefits to Customer and/or the beneficiary, including earlier conversion, better exchange rates and expedited availability of funds. However, Customer is solely responsible for determining if the conversion of a U.S. Dollar-denominated International Payment Order into the Conversion Currency is consistent with Customer’s contractual and other obligations to the beneficiary. If such conversion is not consistent with those obligations, Customer should give Bank a No-Conversion Instruction along with the International Payment Order. Moreover, if Bank receives a demand from the beneficiary or the beneficiary’s bank for reimbursement of sums relating to the conversion of a U.S. Dollar-denominated International Payment Order, Bank will seek an Instruction from Customer as to whether Bank should remit those sums to the beneficiary’s bank (in which event, they will be charged to the Account).
Information regarding the current Conversion Cap and Eligible Currencies may be obtained by contacting Bank. In that regard, Bank may determine the Eligible Currencies without regard to whether it trades those currencies generally. If Customer desires to ensure that Bank executes an International Payment Order in a currency other than U.S. Dollars, then Customer should denominate that International Payment Order in the desired currency.
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If Bank receives an International Payment Order that is denominated in a currency other than U.S. Dollars, Bank will convert the funds from the Account into the requested currency (at Bank’s sale rate for that currency in effect on the date Bank executes such International Payment Order). Any returned funds will be converted by Bank into U.S. Dollars at Bank's then current buy rate for that currency on the day of return. Bank shall not be liable for any resulting exchange losses. If, as a result of the exchange rate, excess funds have been remitted, such funds will be returned to the Account less the exchange costs.
Customer hereby instructs Bank that it may (a) obtain payment of its charges for services and expenses in connection with the execution of an International Payment Order by issuing a payment order in an amount equal to the amount of that International Payment Order less the amount of the charges and (b) instruct any subsequent receiving bank to obtain payment of its charges in the same manner.
10. Name and Account Number Inconsistency.
Customer shall ensure the accuracy of its Payment Orders and Instructions. If a Payment Order inconsistently describes the beneficiary, beneficiary's bank, or intermediary bank by name and number, payment might be made by the intermediary or beneficiary's bank on the basis of the number even if the number identifies a person or bank other than the named beneficiary or bank. Customer shall be responsible for any loss associated with such inconsistency.
11. Liability.
UDuty of Reasonable Care U. Bank shall exercise good faith and reasonable care in performing the services provided for in this Agreement. Customer shall exercise good faith and reasonable care in observing and maintaining security procedures, in communicating Payment Orders and Instructions to Bank and in reviewing Statements and Confirmations for errors.
ULimitation of Liability U. Bank shall only be liable as provided by applicable law for any error or delay and shall have no liability for not effecting a Transfer if: (a) Bank receives actual notice or has reason to believe that Customer has filed or commenced a petition or proceeding for relief under any bankruptcy, insolvency, or similar law; (b) the ownership of the funds to be transferred or the Authorized Sender's authority to do so are in question; (c) Bank suspects a breach of the security procedures; (d) Bank suspects that the Account has been used for illegal or fraudulent purposes; (e) Bank attempts to verify a Payment Order and is unable to do so;(f) Customer does not have available funds to effect the Transfer;(g) Bank reasonably believes that a Transfer is prohibited by federal law or regulation, including, but not limited to, those promulgated by the Office of Foreign Assets Control/Department of the Treasury; or (h) otherwise so provided in this Agreement.
Customer will hold Bank harmless: (w) if Bank acts in accordance with Payment Orders and Instructions, including, but not limited to, amendments or cancellations; (x) if Bank attempts to recover funds upon the request of an Authorized Sender; (y) for any loss resulting from the unauthorized access to or use of PINs; or (z) for any matters referenced in this Agreement for which Customer has responsibility. This obligation to hold harmless is limited to the extent provided under Section 768.28, Florida Statutes.
Any damages or other compensation due Customer resulting from Bank's negligence shall be limited to interest on the funds at issue at the federal funds rate paid by Bank at the close of business on each day the
error or delay remains uncorrected; provided, however, if Bank is unable to recover the funds from the transferee who has no claim to all or any portion of the funds erroneously transferred as a result of the Bank's negligence, Bank shall be liable for Customer's actual loss, not to exceed the amount of funds which Bank is unable to recover, plus interest at the rate described above. Bank shall not be responsible for any loss, damage, liability, or claim, arising directly or indirectly, from any error, delay, or failure to perform any of its obligations hereunder which is caused by fire, natural disaster, strike, civil unrest, any inoperable communications facilities, or any other circumstance beyond the reasonable control of the Bank. In no event shall Bank be liable to Customer for indirect, consequential, special, punitive, or exemplary damages.
12. Fees.
Customer shall pay all fees and charges which Bank may, from time to time, impose for the performance of services provided in this Agreement. In addition, Customer shall reimburse Bank for all out-of-pocket expenses incurred by Bank in effecting Payment Orders and Instructions, including cancellations, amendments and attempted recoveries.
13. Notices.
Oral notices, Instructions, directions, Confirmations, verifications, or other oral communications with respect to Transfers and this Agreement shall be given, if to Bank, to Customer's assigned relationship manager, and, if to Customer, to the telephone number provided by Customer on its Schedule A to this Agreement. Written notices, Instructions, directions, Confirmations, verifications, or other written communications with respect to Transfers and this Agreement shall be sent, if to Bank, at the Bank's address on the Statement, and if to Customer, at the address provided by Customer on its Schedule A to this Agreement. Either party may change its telephone number or address by giving written notice to the other party.
14. Applicable Law, Jurisdiction and Account Agreement.
This Agreement is subject to all applicable Federal Reserve Bank operating circulars and any other applicable provisions of Federal law. If Bank uses Fedwire to effect a Transfer, Federal Reserve Board Regulation J, Subpart B shall apply. Except as so provided, this Agreement shall be governed by and interpreted in accordance with the laws of the state in which the Account is located. Customer consents to the jurisdiction and venue of any court located in such state, selected by Bank in its sole discretion. The parties agree that, in the event of a dispute, they will submit same to mediation prior to any legal action. The terms and conditions of any schedule, account agreement, signature card, authority, and the Bank's Rules and Regulations for Deposit Accounts are incorporated herein by reference. If any conflict or inconsistency exists between the terms and conditions of this Agreement and any of the above, this Agreement shall control. 15. Jury Trial Waiver. Customer and Bank hereby knowingly, voluntarily, intentionally, and irrevocably waive the right either of them may have to a trial by jury in respect to any litigation, whether in contract or tort, at law or in equity, based hereon, or arising out of, under or in connection with this Agreement and any other document or instrument contemplated to be executed in conjunction herewith, or any
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course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This provision is a material inducement for Bank entering into this Agreement. Further, Customer hereby certifies that no representative or agent of Bank, or Bank’s counsel, has represented, expressly or otherwise, that Bank would not, in the event of such litigation, seek to enforce this waiver of right to jury trial provision. No representative or agent of Bank, or Bank's counsel has the authority to waive, condition, or modify this provision. 16. Amendment and Termination.
This Agreement may be amended by Bank from time to time by written notice to Customer. Any use of services provided hereunder after Customer's receipt of the notice shall constitute acceptance of the terms of the amendment. Either party may terminate this Agreement by giving at least 30 days prior written notice to the other party. Bank may terminate this Agreement immediately, without prior notice to Customer, if: (a) the Account(s) has no annual activity or has been closed; (b) Bank suspects a breach of Customer's security procedures; (c) Bank receives actual notice or has reason to believe that Customer has filed or commenced a petition or proceeding for relief under any bankruptcy, insolvency, or similar law; or (d) Bank suspects that the Account(s) have been used for illegal or fraudulent purposes.
17. Miscellaneous.
This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and assigns, by merger or otherwise. If any provision of this Agreement shall be declared invalid or unenforceable, said provision shall be ineffective to the extent it is invalid, without in any way affecting the remaining provisions of this Agreement. Signature. These terms and conditions have been signed and delivered (which you agree may be by facsimile or email attachment) on your behalf by the person whose name is printed in the “Client Name” space below. That person represents and warrants to us that he or she is one of your authorized signers and that you have taken all action required by your organizational documents to authorize him or her to sign and deliver these terms and conditions (and any other documents we may require with respect to the services) on your behalf.
All Accounts are subject to these rules and regulations and related account agreements or authorizing documents executed by the Depositor. Once the Account is opened, you agree to be bound by these rules and regulations and that the rules and regulations will continue to govern your Account and your relationship with us even after your Account is closed. You acknowledge and agree that the relationship between you and the Bank created by the opening of an Account is of debtor and creditor and that the Bank is not in any way acting as a fiduciary for you or your benefit and that no special relationship exists between you and the Bank. When the laws governing your Account require the Bank to provide you written advance notification of a change to the rules and regulations, the Bank will provide such notice through a letter, account statement message or other written or electronic notice. Unless otherwise prohibited or required by applicable law or regulation, the Bank may change from time to time other provisions of these rules and regulations with or without notice. When these rules and regulations change, a copy of the revised rules and regulations will be available at any office of the Bank or on the Bank’s website at www.suntrust.com/rulesandregulations. Unless specifically stated herein, the Account is also subject to the laws of the state in which the Bank office or branch is located, including the Uniform Commercial Code, except as specifically amended herein, applicable Federal laws and regulations, and Federal Reserve and clearing house rules and procedures in effect from time to time. These rules and regulations constitute a contract and agreement between you and the Bank. This current version of these rules and regulations supersedes all prior versions, discussions and agreements and contains the terms governing your Account. By continuing to maintain your Account, you agree to be bound by and to follow these terms in any and all future actions and transactions. These rules and regulations cannot be changed or modified orally. This agreement is for the benefit of, and may be enforced only by, you and the Bank and their respective successors and permitted transferees and assignees, and is not for the benefit of, and may not be enforced by, any third party. If SunTrust waives any provision of this agreement at any time, the waiver applies only in the specific instance or transaction at issue and not to any future situation or transaction or to any other provisions.
PLEASE REVIEW THE ARBITRATION AGREEMENT IN ITS ENTIRETY WHICH BEGINS ON PAGE 24 OF THESE RULES AND REGULATIONS.
Retain these rules and regulations for your records.
Table of Contents General Terms and Definitions 1
Personal Accounts 3
Business/Corporate Accounts 5
General Rules for All Deposit Accounts 7
IRS Requirements 7
New Account Opening Identification Requirements 7
OFAC Compliance 8
Unlawful Transactions 8
Credit and Confidential Information 8
Privacy Policy. 8
Sharing Information. 8
Telephone Monitoring and Recording 9
Signature Authorities 9
Multiple Signatures. 10
Power of Attorney. 10
Facsimile Signatures. 11
Bookkeepers 11
Deposits and Withdrawals 11
Night Deposit and Rapid Receipt Deposit Services 12
Items with Multiple Endorsements. 14
Collection of Items. 14
Foreign Checks or Items. 15
Checks and Other Debits 16
Check Card/ATM Authorized Transaction Holds. 17
Electronic Check Conversion. 18
Substitute Check or Image Replacement Document (IRD). 18
Non-Sufficient Funds. 19
Stop Payment Orders. 20
Postdated Items. 21
Checks and Deposit Forms 21
Bank’s Stipulations 22
Closed Account 22
Payment Suspension 22
ARBITRATION AGREEMENT 24
JURY TRIAL AND CLASS ACTION WAIVER 29
Right of Offset and Security Interest 30
Collection Costs 30
Liability Limitation 31
Death or Incompetence 31
Dormant or Abandoned Accounts 31
Account Discrepancies 32
Statements. 32
Transfer or Change of Ownership 33
Account Fees 33
Special Treatment of Checking Accounts and NOW Accounts 34
Additional Rules for Interest-Bearing Deposit Accounts 34
Frequency of Rate Changes 34
Interest Calculation, Compounding and Crediting. 34
Closed Accounts. 35
Withdrawal Transaction Limitations. 35
Specific Rules for Time Deposits and the Money Market IRA 35
Interest. 38
Automatically Renewable Time Deposits 38
Single Maturity Time Deposits. 39
Early Withdrawal Penalty. 39
Electronic Funds Transfer 40
In Case of Errors or Questions About Electronic Transfers. 43
Depositor’s Liability. 44
To Report Unauthorized Transactions or Lost or Stolen Card or Code.45
Commercial Funds Transfers 47
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GENERAL TERMS AND DEFINITIONS “Account” refers to any and all deposit accounts maintained by you with SunTrust, individually or collectively, including those set forth below. The Account is deemed “opened” when Account documentation has been properly completed and accepted by the Bank and the opening deposit has been accepted by the Bank. An additional Account opened for an existing Depositor will be deemed “opened” when the opening deposit has been accepted by the Bank. “Authorized Signers” means all “Depositors” or duly appointed agents as shown on the Bank signature card, Account opening documents or associated resolutions, or Account authorization agreements. “Bank” also referred to as “we,” “us” or “our” means SunTrust Bank and/or any of its offices or branches. “Check Safekeeping” or “Check Truncation” means Bank will not return canceled checks in the Account statement. “Collected Balance” refers to the collection of non-cash items (checks) deposited by you. The Bank will rely on the Federal Reserve Bank’s availability schedules to determine when credit for non-cash items has been received. (Credit from the Federal Reserve does not mean that the item may not be returned at a later date.) “Checking Account” means a demand deposit Account subject to withdrawal by check or other means as authorized by the Bank. “Depositor” also referred to as “you” or “your” means the owner of the Account and each person who signs the signature card for the Account or is referenced on the Bank’s records as an owner of the Account. Each Depositor is jointly and severally liable for all charges to the Account, including overdrafts, even if the Depositor did not participate in the transaction which resulted in the charge. “Electronic check conversion” is a process in which your Personal Account check is used as a source of information for the check number, bank Routing/Transit number and account number. The information is then used to make a one-time electronic payment from your Account or an “electronic fund transfer” from your Account. “Money Market Account” (MMA), which includes money market deposit and IRA accounts, means an Account that may be interest-bearing and is subject to limited negotiable order of withdrawal or by other means authorized by Bank, for which we reserve the right to require seven days' written notice of an intended withdrawal of all or any part of the balance in such Account. “NOW Account” (Negotiable Order of Withdrawal Account), which includes interest checking accounts, means an Account that may be interest-bearing and is subject to negotiable order of withdrawal or by other means authorized by the Bank, for which we reserve the right to require seven days’ written notice of an
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intended withdrawal of all or any part of the balance in such Account. “Savings Account” means an interest bearing Account for which the Bank reserves the right to require seven days’ written notice prior to withdrawal or transfer of all or any part of the balance in such Account. Savings Accounts do not have check writing privileges. “Statement Period” refers to the time period covered under the statement as established by the Bank according to the type of Account. Monthly statements cover an approximate period of 30 days; quarterly statements cover an approximate period of 90 days. “Substitute Check” also referred to as “Image Replacement Document (IRD)” is a negotiable item and is used as a replacement of the paper check within a financial institution or between financial institutions. The front of the substitute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” (You may use a substitute check as proof of payment just like the original check.) “SunTrust” means Bank and its SunTrust affiliates including but not limited to SunTrust Investment Services, Inc., SunTrust Robinson Humphrey, Capital Markets, Inc., SunTrust Mortgage, Inc., AMA Holdings, Inc., and Trusco Capital Management, Inc. “Time Deposit” means a deposit from which the Depositor may not make withdrawals of all or any part of the balance within six days after the date of deposit unless the deposit is subject to an early withdrawal penalty of at least seven days' simple interest on amounts withdrawn within the first six days after deposit. Further, Bank requires that you maintain your Time Deposit through the agreed upon term and any withdrawals of the balance in whole or in part will cause you to incur an early withdrawal penalty as disclosed in the section entitled Specific Rules for Time Deposits and Money Markets, under the sub-heading Early Withdrawal Penalties. A Time Deposit may be represented by a Certificate of Deposit (CD), a Savings Certificate (CD) or reflected on the books of the Bank. Use of the term “including” means including, but not limited to.
The manner in which the Depositor opens the Account indicates the Depositor's ownership rights in the Account. The Bank distinguishes between personal purpose and business purpose accounts.
Depositor agrees to provide the Bank with the necessary documentation to establish the Depositor's authority to open a particular Account. The definitions of Account or ownership styles
outlined in this section are not meant to be all inclusive and additional Accounts or styles may be offered by the Bank. The Bank, in its sole discretion, shall not be required to open a particular Account type or style.
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Personal Accounts “A Minor By Account” (AMB) is an Account which is owned by a minor, but withdrawals from the Account may only be made by the adult named in the account title. You agree that upon reaching the age of majority, the funds may be transferred to the minor without the consent of the designated adult on the Account. “Convenience Account” is a Florida Account, excluding a Certificate of Deposit per Florida law, which is owned by one Depositor referred to as the Principal, who has designated an agent(s) who has the right to deposit and withdraw funds from or draw checks on the Account. The designation of an agent, the substitution or removal of an agent, or any other change in the contractual terms or provisions governing a Convenience Account may be made only by the Principal. The agency relationship created under this Account is not affected by the subsequent death or incompetence of the Principal until the Bank is notified in writing in such time and manner as to afford the Bank a reasonable opportunity to act on the notification. If the Principal is placed under a guardianship, the Account is transferred to the guardian. The Account is treated as an individual account with no joint rights of survivorship. Upon notification of the death of the Principal, the agent’s authority is terminated. “Individual Account” is an Account which is owned by one individual. Upon the death of such individual, the Account will belong to the Depositor's estate and will be administered by the person designated or appointed by court order. “Individual Retirement Account” (IRA) is an Account in which assets are held by the Bank as Custodian under the Bank's Individual Retirement Account Plan and established in the Depositor's own name. Regulations governing IRAs do not allow an IRA to be established as part of the Depositor's “living trust.” “Joint Account,” also referred to as “Joint Account with Survivorship,” is an Account which is owned by two or more individuals as joint tenants with right of survivorship and not as “tenants in common” or “tenants by the entirety.” Upon the death of one of the joint owners, the Account will belong to the surviving joint owner or joint owners. Use of the word “and” between the names of the owners in the account title does not mean that multiple signatures are required for checks or withdrawals drawn on the Joint Account. Each joint owner on a Joint Account may withdraw, by any means we make available, any or all of the funds on deposit, close the Account, enter into special agreements regarding the Account including overdraft protection transfer agreements, and stop payment on any check or draft drawn on the Account. Each joint owner guarantees the signatures of the other joint owners and authorizes the other joint owners to endorse checks for deposit if they are payable to any of the joint owners. Each joint owner also authorizes the Bank to exercise its right of offset (setoff) and enforce SunTrust's security interest in the entire Joint Account, even though only one of the joint owners is the debtor; these rights exist irrespective of who contributed funds to the Joint Account. Similarly, we can enforce overdraft liability in the Joint Account against any joint owner individually. Garnishments against any joint owners are subject to the Bank's right of offset and security interest.
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The Bank within its sole discretion may not recognize an agent authorized to act on behalf of one of the Depositors without the consent of the other Joint Account holder(s). Any such authorization will be in a form acceptable to or provided by us and will remain in effect until written notice of cancellation is received from any Depositor of the Joint Account and the Bank has a reasonable opportunity to act upon it. Notice provided by us to any one joint owner shall be deemed notice to all joint owners. You are not permitted to change the account ownership to anything other than a “joint tenants with right of survivorship,” including “tenants by the entirety” or “tenants in common” without the Bank’s approval. We will treat all Joint Accounts, unless otherwise indicated on the Bank’s records, as “joint tenants with right of survivorship” for all purposes, including, but not limited to writs, levies, setoffs, and determination of ownership upon death. "Joint Account-No Survivorship” is an Account owned by two or more individuals and opened in one of the following states, which permits the owners to elect no rights of survivorship on their Joint Account. For accounts established in Arkansas, North Carolina, Virginia, Maryland and District of Columbia, upon the death of any one of the owners, the deceased owner’s share is passed to his estate, trust, or pursuant to state intestacy law when proof of qualification acceptable to us is received. To exercise the option to elect no rights of survivorship on your Account, you must notify us in writing and complete our required documentation. “Joint Tenants by the Entirety Account” is a joint account held by husband and wife together and as recognized by applicable state law where the Account is opened. For signature withdrawal purposes, the title of the Account will reflect the connector “or” between the names of the husband and wife. Upon the death of one of the spouse owners, the Account will belong to the surviving spouse owner. Each owner may withdraw, by any means we make available, any or all of the funds on deposit, close the Account, enter into special agreements regarding the Account including overdraft protection transfer agreements, and stop payment on any check or draft drawn on the Account. Each owner guarantees the signatures of the other owner and authorizes the other owner to endorse checks for deposit if they are payable to any of the owners. Each owner also authorizes the Bank to exercise its right of offset (setoff) and enforce SunTrust's security interest in the entire Account, even though only one of the owners is the debtor; these rights exist irrespective of who contributed funds to the Account. Similarly, we can enforce overdraft liability in the Account against any owner individually. “Payable on Death (POD) Account,” also referred to as “In Trust For” (ITF) is an Account in which one or more Account owners (also referred to as Depositors) may designate one or more beneficiaries to receive the Account’s funds upon the death of the Account owner or last surviving co-owner. During the lifetime of the Account owner, the owner may close the Account, remove or add a beneficiary, change the account type or account ownership, and withdraw all or a part of the Account’s balance. A POD or ITF Account is governed by the applicable laws of the State in which the Account is opened. Payment of the funds shall be in accordance with Bank's Pay on Death Supplemental
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Agreement and applicable State law. A POD or ITF Account may be alternatively described in the account documentation as “payable on death”, “POD”, “in trust for”, “ITF”, “as trustee for”, “ATF”, “transfer on death” “TOD”, a “Totten Trust” or otherwise. “Personal Agency Account” is a North Carolina Account, established by one Depositor referred to as the Principal, under the provisions of North Carolina General Statutes 53-146.3, who names an agent to act on behalf of the Depositor. The agent has the authority to make, sign or execute checks drawn on the Account or otherwise make withdrawals from the Account; endorse checks made payable to the Principal for deposit only into the Account; and deposit cash or negotiable instruments, including instruments endorsed by the Principal, into the Account. The designation of an agent, the substitution or removal of an agent, or any other change in the contractual terms or provisions governing a Personal Agency Account may be made only by the Principal. The Principal may elect to extend the agent’s authority to not be affected by the subsequent incapacity or mental incompetence of the Principal. If the Principal is placed under a guardianship, the Account is transferred to the guardian. The Account is treated as an individual account with no rights of survivorship. Upon the death of the Principal, the agent’s authority under the provisions of the Account is terminated. “Trust Account” is an Account opened under a valid, written agreement or will which creates a trust that performs transactions through its Trustee or Co-Trustees. “Uniform Transfer to Minor Act Account” (UTMA) is an Account opened for a minor beneficiary by a Custodian in accordance with the Uniform Transfer to Minor Act of the state in which the Account is established (the “Act”). The minor's taxpayer identification number is used on the Account. Withdrawals from the Account may only be made by the Custodian. The Custodian agrees when the minor attains the age of majority under the Act to distribute the Account to the minor. The Act provides that a UTMA may only be established for the benefit of a single minor. The Bank reserves the right to limit the Account to one Custodian.
Business/Corporate Accounts “Benefit Trust Account” (sometimes referred to as a “tragedy trust Account”) is a Florida Account opened under a properly established trust agreement, which indicates that the purpose of the trust is to solicit contributions on behalf of an individual as provided for by the Solicitation of Contributions Act. (The Act requires full, public disclosure of the identity of persons soliciting contributions and purposes for which such contributions are solicited.) “Corporation Account” means an Account owned by a corporation, which performs transactions through its officers. “Debtor in Possession Account” is an Account opened pursuant to an order for relief from the court under Chapters 11, 12 and 13 of the Bankruptcy Code. “Escrow Account” is an Account opened by attorneys, brokers,
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realtors or agents for the purpose of holding funds in escrow (trust) for their clients. “Estate Account” is an Account opened by the personal representative, executor, or administrator appointed by court order to manage the estate of a deceased person. “Guardianship Account” (non-restricted guardianship) is an Account established pursuant to state law from which an individual who has been appointed by the court as the guardian of the property of a ward is permitted to make withdrawals without a court order. “Depository Guardianship or Asset Account” (a restricted guardianship) is an Account established pursuant to state law from which the guardian of the property of a ward may only make withdrawals by order of the court. “Limited Liability Company Account” is an Account for a limited liability company, which is owned by its members and managed by those members, a manager, or a board, as designated in the company's operating agreement or articles of organization. “Partnership Account” is an Account for an unincorporated business owned by two or more individuals or entities referred to as partners. The partners may designate Additional Signatories and such authority is revoked upon the Bank’s receipt of notification of the dissolution of the partnership. “Public Funds Account” is an Account owned by a U. S. government agency, a State, a County, a local government or any political subdivisions thereof, for which the Bank must pledge securities. “Receivership Account” is an Account opened by a court appointed receiver to manage the affairs of a designated person, partnership or corporation. “Sole Proprietorship Account” is an Account for an unincorporated business owned by one proprietor or by a husband and wife. The proprietor (owner) may designate Additional Signatories and such authority is revoked upon the Bank’s receipt of notification of the proprietor’s (owner’s) death.
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GENERAL RULES FOR ALL DEPOSIT ACCOUNTS IRS Requirements Taxpayer Identification Number (TIN). Internal Revenue Service (IRS) requires the Bank to obtain the taxpayer identification number (TIN) applicable to the Account. For individuals, this is your Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN); for legal entities, this is your Employer Identification Number (EIN). If you are a Sole Proprietor or a single-owner Limited Liability Company (LLC), you may use your SSN or EIN. We require Depositors to certify under penalty of perjury that the TIN provided is correct and whether they are subject to backup withholding. This certification is completed on the Bank's signature card, a substitute W-9 or on IRS Form W 9, Request for Taxpayer Identification Number and Certification. If this information is not provided, we are required to withhold a percent of the interest earned on the Account, referred to as “backup withholding.” (Backup withholding does not apply to IRAs.) Additionally, the IRS may assess a fine for not complying with its requirements. We are also required to obtain a taxpayer identification number and certification on entities exempt from IRS reporting and withholding. To qualify for tax-exempt status, an organization must apply with IRS, unless it is already on IRS’ list of tax exempt organizations. Nonresident Aliens. For an Account to be classified as a “nonresident alien account,” all owners of the Account must certify their foreign status at the time the Account is opened on a Form W-8. Nonresident aliens must recertify their foreign status every four years. If any owner does not certify their foreign status, we are required to withhold a percent of the interest earned on the Account. IRS requires a nonresident alien who has a U.S. mailing address on file with us and has presented government issued photo identification that is more than three years old to provide us an additional form of evidence of residence of a foreign country and a signed letter stating the reason a U.S. mailing address is on file and supporting the claim of foreign status. Such evidence is required when a new account is opened or foreign status is recertified.
New Account Opening Identification Requirements To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, or when you are added to an existing account, we will ask for your name, permanent street address, Social Security Number or TIN, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license, state ID, Passport, or other primary identification documents. If you are a nonresident alien, we will record your Passport number, the name of the country that issued the Passport and your foreign address. We will accept a post office box only as a mailing address.
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OFAC Compliance The Department of Treasury’s Office of Foreign Assets Control (OFAC) administers and enforces economic sanctions programs implemented by the government. SunTrust is required to comply with all OFAC sanctions, which may include rejecting or blocking transactions or funds of certain individuals and entities. Such restrictions may include transactions involving the government of or a citizen of Cuba or with the governments of or individuals or entities located in Burma, Myanmar, Iran, Sudan, or other countries as designated by OFAC in the future. By opening an Account with us, you agree and affirm that you are not a prohibited individual or entity under any of the sanctions programs administered or enforced by OFAC, including those restrictions specifically listed in the previous sentence. In addition, you agree that if you (or another joint owner or authorized signer) are ever located within the countries of Burma, Myanmar, Iran or Sudan, you (or another joint owner or authorized signer) will not use, access or attempt to use or access any Account you have with SunTrust. You also agree that at least 15 days prior to entering the countries of Burma, Myanmar, Iran or Sudan, you will notify us of your intent to enter any such country. Such notification will be completed and submitted to us on SunTrust form entitled “Notification of Travel to OFAC Sanctioned Country” (Form 317022). You agree that SunTrust can freeze and/or reject any transaction it reasonably believes violates any of the OFAC sanctions programs or SunTrust policy or procedure. You acknowledge and agree that any transaction to or from your Account may be delayed or suspended and that a hold may be placed on your Account while a transaction is reviewed for possible violations of any of the OFAC sanctions programs and that SunTrust will have no liability for any such delays, suspensions, holds and/or any resulting unavailability of funds.
Unlawful Transactions You certify that you will not use your Account or any Bank service for any illegal transactions or activity including but not limited to those activities prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et. seq. Further, you represent and warrant that all transactions initiated or conducted by you are legal and not in violation of the Unlawful Internet Gambling Enforcement Act or any other law.
Credit and Confidential Information Privacy Policy. Our privacy policy, which is provided at the time you open an account, is described in our publication, “The SunTrust Privacy Policy”. For current privacy practices, you may access our website at www.suntrust.com and select Privacy. Sharing Information. To allow SunTrust to analyze your potential financial needs, or as part of the qualifying and maintenance process for Depositors, you authorize SunTrust, to the extent permitted under applicable law, to obtain information from credit reporting agencies, Early Warning Systems, ChexSystems or similar agencies, as we deem necessary. You understand such information will be used by SunTrust for internal purposes only. Further, you authorize us to share with our
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SunTrust affiliates your non-public or confidential information for marketing or other purposes. If you do not wish us to share confidential information to SunTrust affiliates (referred to as “opting out” of information sharing), you must deliver us written notice to: SunTrust Privacy Preferences, Post Office Box 4418, Mail Code 5027, Atlanta, GA 30302. Include your name as it appears on your Accounts with us, as well as your address, telephone number and taxpayer identification number. You may also “opt out” by accessing our website, www.suntrust.com, and selecting the Privacy section or by calling 1-800-432-9472.
Early Warning Systems, ChexSystems and TeleCheck. If we close your Account because you have handled the Account in an unsatisfactory manner or the Account had an overdrawn balance, which we charged off, you agree we may report this closure to Early Warning Systems, ChexSystems, Inc., TeleCheck or other similar agencies. Such reporting may adversely affect your ability to open an account at another financial institution or to write or negotiate checks at retailers/merchants.
Telephone Monitoring and Recording You agree that SunTrust may monitor and/or record any telephone conversation with you for any reason, including to monitor the quality of service you receive and to verify transaction related information. You agree that SunTrust is not required to remind you before or during each telephone call that the conversation is subject to being monitored and/or recorded in accordance with applicable state and federal law.
Signature Authorities The Bank accepts no liability with respect to an Account except to the Depositor, and shall not be liable to Depositor's officers, directors, stockholders, partners, joint venturers or other interested persons. The Bank will rely upon the signature card, resolution or other written designation of Authorized Signers on an Account until we have received written notice in a form acceptable to the Bank that the authority has been terminated and we have had a reasonable time to act upon the notice. Depositors referenced on the Bank’s records as owners or authorized officers designated to have such authority can add or remove authorized signers or additional signatories from the Account. If the authorized signers in your Account change, the Bank may continue to honor items and instructions given earlier by any previously authorized signer until we receive specific written notice from you not to do so and have had a reasonable amount of time to act. In such cases, we may require that you close the Account and open a new one or place stop payment orders to prevent transactions from occurring. Each Depositor referenced on the Bank’s records as an owner of the Account or each signer named on your signature card or resolution is authorized to endorse and deposit items payable to your Account, sign checks, drafts, items or other written orders and initiate wire transfers and execute Bank’s Funds Transfer Authorization wire request form and disclosure, place and remove stop payment requests, and make withdrawals. The Bank does not, however, verify the signatures on every check paid against
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your Account, which is in accordance with industry standards and you agree that this is not a failure by the Bank to exercise ordinary care. When you receive your monthly statement, you should carefully and promptly examine it to verify only authorized checks have been paid. The Bank will not be liable if we refuse to honor any item that we believe, in our discretion, does not contain a genuine authorized signature. Signature Specimen. You agree that the Bank may verify your signature through the signature card or a check or other document that bears your signature. We may use an automated process to obtain an image or sample of your signature from a check that bears your signature. If you create your own checks or obtain them from another source, and we cannot accurately verify your signature on a check by comparing the signature to a check posted to your Account, you are responsible for any losses that may result from our inability to use that check to verify your signature. Agency and Fiduciary Accounts. Any individual acting as an Agent, Guardian, Personal Representative, Trustee, Custodian or in some other fiduciary capacity must present the appropriate document(s) that support such authority or designation. The Bank has the right to review, accept and retain these documents on file. We are not liable for the misapplication of funds from your Account by your agent. Multiple Signatures. The Bank does not offer accounts on which two or more signatures are required for a withdrawal of funds from your Account. Any attempt to include such requirement on your checks, signature card or other governing account documents will be for your internal purposes or controls only and will not be binding on the Bank. The Bank may pay checks, items, electronic debits, wires, check card transactions, online banking transactions, or other withdrawal instructions signed or approved by any one of the authorized signers on the Account. Authorized Signatory. The Bank may accept an individual as an additional authorized signer or signatory on an Account and consider this individual an agent for the owner and not as an owner of the Account. The designation of authorized signer or signatory will be made in a manner acceptable to the Bank. Power of Attorney. The Bank may in its sole discretion refuse to honor or accept a power of attorney to open, close, deposit, or withdraw funds from your Account or to supply endorsements on checks or any other items or to take any other action with respect to your Account. If you wish to grant an individual power of attorney over your Account, we make available our SunTrust Specific Durable Power of Attorney, which is available at any SunTrust Branch location. We may accept a non-SunTrust power of attorney form that we believe was executed by you and act on instructions we receive under that form without any liability to you. We may require the agent or attorney-in-fact to confirm in an affidavit that the power has not been revoked or terminated or that you are not deceased. We may require that you register the power with the appropriate recording authorities. We may restrict the types or amounts of transactions we permit an attorney-in-fact to conduct.
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We may require a separate form for each Account for which you want to grant power of attorney. If your agent or attorney-in-fact does not present the original form, we may either accept or refuse to honor any power of attorney you grant and with no liability to you. If we accept a power, we may continue to recognize the authority of your agent or attorney-in-fact until we receive written notice of revocation from you and have had a reasonable time to act on it. The Bank within its discretion may not recognize a power of attorney given by one owner of a Joint Account without the consent of the other Joint Account holder(s). You agree to indemnify and hold SunTrust harmless for accepting and/or honoring any power of attorney, or copy thereof, which SunTrust accepts in good faith and believes is valid and authorized by you. Facsimile Signatures. The Bank may refuse to accept a request from you to use a machine or “facsimile signature” on your Account. If we do agree, you must provide us with a specimen of any machine or facsimile signature. Regardless of whether you have provided a specimen of the facsimile signature, if you use a machine or facsimile signature, you are responsible for any check, draft, item or other written order when bearing or purporting to bear a machine or facsimile signature of any of the authorized signers, regardless of by whom or by what means the actual or purported machine or facsimile signature may have been affixed and, regardless of by whom or by what means the item was created. You assume all liability for and indemnify us from the unauthorized use of any machine or facsimile signature. If you use any type of machine or facsimile endorsement on any item, you agree that we may accept any future machine or facsimile endorsement on an item as your endorsement, regardless of by whom or by what means the actual or purported machine or facsimile endorsement may have been affixed. Bookkeepers. In the event you authorize any third person, such as a bookkeeping service, an employee, or agent of yours, to retain possession of or prepare items or make deposits, you agree to assume full responsibility for any errors or wrongdoing by such third person or any of its employees if the Bank should pay such items or allow the negotiation of any part of a deposit, including receiving any cash back. If you are a business, or you have someone write, issue, or mail your checks or to make deposits, you agree not to entrust the writing of checks and the reconcilement and review of account statements and notices to the same person. You agree that we may deny a claim for loss due to forged, altered or unauthorized checks or endorsements if you fail to follow these procedures.
Deposits and Withdrawals Deposit of Items. You may make deposits in person, by mail, or by any other method we make available, such as our automated teller machines (ATMs) and night depositories. We are not responsible for deposits made by mail, night depository or through a depository not staffed by the Bank's personnel until we actually receive the deposits and record the receipt of those deposits on
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our books and records. If you fail to endorse an item that you submit for deposit, we have the right, but are not obligated, to supply the missing endorsement. We may require that certain government checks, insurance company items, or other instruments be endorsed by each of the payees. You agree to reimburse us for any loss or expense we incur because you fail to endorse an item exactly as it is drawn. You agree that, without prior written approval from us, you will not knowingly deposit items into your Account that do not have either a true original signature of the person on whose account it is drawn or an authorized mechanical reproduction of that person’s signature. Without prior express written approval from us, you agree not to create and deposit substitute checks or image replacement documents. If you deposit such items without our written approval, you agree to be liable to us and agree to reimburse us for any losses or expense we may incur from your depositing such items. Amounts deposited will be credited on the business day the deposit is made. Items drawn on your Account and presented to us for payment may be charged against your Account effective the same calendar date the item is delivered to us for payment. If we receive an item on a weekend, holiday, or after the Bank's cutoff hour on a business day, the item is deemed to have been received on the Bank's next business day. If you make your deposit in person at the teller window, the business day of your deposit is indicated on the deposit receipt provided by the teller. Note: Unless otherwise defined with respect to a specific context, the term “business day” as used throughout these rules, does not include any Federal holiday on which our banking offices are closed or any Saturday or Sunday, even if our offices are open. The hours of a “business day” usually run from 9 a.m. to 2 p.m. Monday through Friday at the branches/offices, unless posted otherwise. Our earliest business-day cutoff time at a banking office is 2:00 p.m. Later business-day cutoff times may apply in certain offices or locations. If you make your deposit after 7:00 a.m. at a SunTrust Bank night depository or after 12:00 noon at a SunTrust Bank ATM or on a day we are not open, we will consider that the deposit was made on the next business day we are open. Although a receipt is provided for most deposits, if subsequent Bank verification of a deposit disagrees with your receipt, we reserve the right to adjust the deposit credit accordingly. If this adjustment is disputed, you may be asked to provide proof of the amount or the items deposited and without sufficient evidence, our count will be final. Night Deposit and Rapid Receipt Deposit Services. You may utilize the night depositories located at SunTrust branches to make Night Deposits or Rapid Receipt Deposits, which may also be delivered to a commercial teller at a branch location. You grant full authority to your employees, agents, or representatives to deliver the deposits, receive receipts, additional bags and other documents and items from the Bank and we may act upon the instructions of these individuals in relation to these services. You agree that any titleholder or Authorized Signer reflected on the banking resolutions is authorized to designate, add, or delete the
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names of individuals who are authorized to receive or otherwise deal with the bags and their contents. We may require that such authorization be in a written form acceptable to us. If you use a key to access the night depository, you agree to keep the key(s) secure and available only to authorized individuals. You are responsible for successfully placing the deposits in the depository and relocking the outer door of the depository. You agree to report any unusual conditions immediately to us at 1-800-SunTrust or to local law enforcement. Deposits of currency, instruments and/or coin, along with a properly completed deposit ticket, must be delivered in disposable, tamper-evident bags meeting our specifications. Rapid Receipt deposits must be prepared utilizing a SunTrust double-pocket disposable, tamper-evident bag or similar bag meeting our specifications. You agree to prepare currency properly, including sorting by denomination and strapping in full packs of 100 bills, whenever possible. Account name and number must be clearly indicated on the outside of the bag along with itemized deposit information. Any unsealed, damaged or improperly tagged or labeled bags will be returned to you unprocessed. Night Deposit bags will be processed by us and same-day provisional credit will be provided to your Account on the business day of processing. If you have previously arranged for us to not process the deposit or the deposit is in a locked bag for which we do not have a key, you must retrieve the unprocessed bags during the hours the branch is open for business. If you request a receipt be produced for deposits, the receipt will be available for pickup at the branch location for one business day only following the date the deposit is processed. The receipt will be discarded if not picked up on that business day. We will provide same-day provisional credit to your Account for Rapid Receipt Deposits delivered to a commercial teller on business days prior to the business-day cutoff, or such earlier time set by Bank at its discretion, referred to as the “deadline”. Cash enclosed in a Rapid Receipt Deposit or any deposit received by us in a double pocket disposable tamper-evident bag may not be immediately counted and verified and we shall have the right to count and verify the cash up to 48 hours after the time the Rapid Receipt Deposit is received and accepted by us. We will provide a receipt for each Rapid Receipt Deposit delivered to a commercial teller at a branch location. Although currency and coin included in the deposit may not be verified immediately, the receipt will reflect the total shown on the deposit ticket prepared by you. Deposits made on a weekend, holiday, or after the Bank’s cutoff or established deadline, will be provisionally credited to the Account on the Bank’s next business day. All deposits are subject to verification and you agree to accept as final and conclusive our count of cash in the deposit. If there is any discrepancy between the total amount of the deposit reflected on the deposit ticket and the amount counted by us, the Bank’s count will control. A deposit adjustment notice will be mailed for adjustments over $10 on the day the discrepancy is discovered.
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We will not be responsible for any loss or damage sustained by you in the use of the Night Deposit or Rapid Receipt Deposit services that results from an act, omission or act by your employee or by some other third party, or any cause beyond our control. We shall be responsible for loss or damage sustained by you in the use of these services only if such loss or damage is the result of our gross negligence or willful misconduct. In any event, we shall not be responsible for any special, consequential, indirect or punitive damages suffered by you or any third party in relation to these services even if we were aware of the possibility of such damages. Items with Multiple Endorsements. When you deposit or negotiate an item made payable to or endorsed by another party(s), you guarantee and warrant that all endorsements are valid and that all necessary endorsements are included. In the event any such item is deposited or returned to us for any reason, you authorize us to place a hold on or debit your Account for the amount of the item and you agree to be responsible for the full amount of the item. We may require you to verify an endorsement on an item through the appearance in person of the endorsee with proper identification and/or obtain an endorsement guarantee. At or after the time of the cashing, negotiation or deposit of an item with multiple or third-party endorsements is made, we may return the item unpaid or place a hold on your Account for the amount of the item until such a verification is complete to our satisfaction. Collection of Items. In receiving items for deposit or collection, we act as your collection agent and assume no responsibility beyond the exercise of ordinary care. The term “collection” refers to the process of special handling of an item, including presenting the item for payment by mail or in a cash letter to the paying bank in the U. S. or outside the U. S. Special instructions for handling an item will be effective only if accepted by the Bank and given to us along with the item in question. Items accepted for collection are normally credited to your Account only after we have received payment for them. If we do agree to credit your Account in advance and then do not receive payment for the collection item, we will debit your Account for the amount of the item. Fees for processing collection items apply even if the collection item is returned unpaid. You agree to assume all risk of loss of an item in the process of collection and agree to promptly assist and cooperate with SunTrust to recreate any lost, misplaced, destroyed or stolen items, including deposits. In order to reduce the risk of loss, you agree to maintain a record of the maker of items delivered to us for deposit and/or negotiation. In addition, you agree that SunTrust is not liable to you if any lost, misplaced, destroyed or stolen items cannot be recreated and have not yet completed collection or have not yet been forwarded for collection. SunTrust may reverse any credit given for a deposited item that is lost, misplaced, destroyed or stolen in transit and/or you will repay SunTrust for any such credit. In no event will SunTrust be liable to you if you cannot fully identify to us the maker and amount of a lost, misplaced, destroyed or stolen item. We will not be liable for default or negligence of any subsequent collecting banks. All items, including checks drawn on SunTrust,
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are credited subject to final payment and receipt of proceeds by us and subject to such items not being returned to us. Without prior notice to you, we may charge back any item at any time if an item is lost, misplaced, destroyed or stolen in the collection process, if it is returned unpaid or if it was improperly paid, even if the funds have already been made available to you or have been withdrawn, used or committed by you and whether the item is physically returned. If an item is returned to us under a breach of warranty claim or that the item was forged, altered, unauthorized or should not have been paid for any reason, we may accept the return and debit the item back to your Account, regardless of whether the check was promptly returned to us or was returned prior to any midnight deadline. Such a debit may occur regardless of the amount of time since an item was presented by you, whether you were notified that the funds for such item were available or had been previously collected or you had withdrawn or otherwise made use of the funds previously credited to your Account. Local Clearing House Association rules may extend the return time period on unauthorized, counterfeit, or forged maker’s signature checks when drawn on and cleared through a Clearing House Member Bank. The Bank is not liable for any action or inaction to return, attempt to return or to otherwise recover any returned item. When you accept a check in payment or otherwise and deposit or negotiate the check, you are liable for the entire amount of the check if it is returned for any reason, even if you paid to a third party a portion of the funds or the difference between the amount of the check and the amount owed to you. If you cash an item that is later returned, you are liable for this item in the same manner as if the item had been deposited to your Account and we will charge back the item to your Account. You hereby authorize us to pursue collection of previously dishonored items, and in so doing we may permit the payer bank to hold an item beyond the midnight deadline. In the event a check you write and deliver to the payee is lost at any time after the check is deposited at a bank or other financial institution, you authorize the Bank to charge your Account with a photocopy of said check unless you have followed all necessary stop payment requirements. You acknowledge and agree that the Bank cannot determine whether an item that you previously deposited or negotiated has been paid or will be returned. Therefore, you acknowledge and agree that neither the Bank nor any of its employees or agents will be liable for any statement to you that an item, including a check has been paid, has cleared or will not be returned or that such item or check is or was “good” or any other statement of a similar nature. Foreign Checks or Items. The processing and collection of foreign checks or items are not subject to U.S. laws or regulations, including collection or return time periods. We may refuse to accept for deposit or collection, a check, draft or other item that is payable in a currency other than U.S. dollars or that is drawn on a bank or a branch of a bank located outside the U.S. We may accept checks payable in foreign currencies or drawn on foreign banks on a collection basis only. Items accepted for collection are normally credited to your Account only after we have received payment for them. If we do agree to credit your Account in advance and then do not receive payment for the item,
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we will debit your Account for the amount of the item. Fees for processing collection items apply even if the collection item is returned unpaid. If we accept a foreign check for deposit or collection, you assume all risks associated with the collection process and foreign currency fluctuation. A foreign check may be returned unpaid much later (in some cases, several months later) than items drawn on U.S. banks. You assume all risks of a late return of a foreign item. If a foreign check is sent for collection and paid, then returned later for fraud, we will debit your Account at our current exchange rate including fees assessed by the foreign bank. If you deposit an item that we later determine is a foreign item and must be sent for collection, we may reverse any provisional credit given for the item at our current exchange rate and send the item for collection or mail the item back to you. If we return the foreign check to you, you may then ask us to send the item for collection. Return of Direct Deposits. If, for any reason, we are required to reimburse the payer for all or any portion of any payment deposited into your Account through a direct deposit plan, you agree that we may, without prior notice to you, deduct the amount to be returned from your Account or from any other Account you have with us, unless the deduction is prohibited by law. This right is in addition to any other rights the Bank has under these rules and regulations, including the right of offset and its security interest in your Account. Checks and Other Debits. Notwithstanding any other provision in this or any other agreement or document, you agree that we may credit items to and debit items from your Account by either posting such items from largest to smallest dollar amount or by using any other method and order of posting which we choose in our sole, unilateral and absolute discretion. In choosing such a method, we may establish processing priorities for checks and other items. For example, we may process cashed checks, ATM withdrawals, Check Card purchase debits, and automatic payments before other incoming checks or debits. We may change the priority or order at any time without notice to you. If you do not have sufficient funds available in your Account to pay all items presented on a given day, our processing methods may result in more overdraft/returned item fees, or other fees or penalties than other methods. We may choose our processing method at our discretion, regardless of whether additional fees or penalties may result. We may refuse any check or other item drawn against your Account or any method of presentment, including electronic presentment, attempting to withdraw funds from your Account if it is not presented on a form and through a procedure approved by the Bank. You agree that we may pay and charge against your Account photocopies, image replacement documents or substitute checks, electronic checks or other paper or electronic replacements of the original items if they are legitimate replacements for properly drawn and authorized items. You agree to permit any imaged document or copy to serve as the original for all purposes including charging your Account or determining validity of
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signature. We may act, in our discretion, upon your instructions received by telephone or telecopier (fax machine) or other electronic means and you agree to hold the Bank harmless and indemnify us for any liability we may incur for reasonably acting upon such requests. When you give signed checks to another party with the payee, amount, date or other provision left blank, you agree that your Account may be charged for the check as completed. We may honor items drawn on your Account by authorized signers, even if the items are made payable to them, to cash or for deposit to their personal accounts. You agree that the Bank has no duty to investigate or question items, withdrawals or the application of funds. You may make unlimited transfers, automatic debits to pay loans to us or withdrawals from your Savings or Money Market Accounts, excluding Money Market IRAs, by mail, ATM, or in person. Payment made to a person presenting an Account withdrawal receipt signed by the Depositor, shall be conclusively deemed to be good and valid on the Account of the Depositor. We will have the right to assume that any such person is acting as a messenger for the Depositor, unless the withdrawal receipt has been lost and notice in writing has been given to us. Receipt of such notice must be acknowledged in writing and signed by an officer of the Bank before such payment is made. This paragraph does not grant you the right to make withdrawals by messenger. We reserve the right to refuse withdrawals by messenger. For security reasons and in order for us to properly prepare for such requests, you agree to provide advance notice to us for significantly large cash withdrawals. Furthermore, you agree to work with us and consider alternative methods, such as an Official Check, to the payment of actual cash for the withdrawal. You understand and agree that the Bank is not responsible for providing any security regarding any cash withdrawals or deposits. In the event you voluntarily give your Account number to a third person by telephone or any other method, you authorize the recipient of the information to initiate debits to your Account and you will be liable for all debits initiated by such person or company. Likewise, you will be liable for all debits initiated by any service provider hired by you to draft your Account to pay third parties, whether your signature is on the drafts. Check Card/ATM Authorized Transaction Holds. When you use your Check Card or ATM Card at certain merchant locations, the merchant may obtain an authorization for the amount of the purchase or an authorization for an amount that is the same, less or more than the final transaction. At the time the merchant obtains the authorization for the Card transaction, a hold is placed on your Account for the amount of the authorization in order to ensure that the funds are available when the transaction is presented for payment. If the Card transaction required your Personal Identification Number (PIN), the funds are held through the business day of authorization. If the Card transaction was performed without entering your PIN (usually referred to as a signature-based transaction), the funds are held for up to three
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business days. If the authorized transaction is presented for payment before three business days have elapsed, an attempt is made to match the payment to the original authorization. If a match occurs, the hold is typically removed. The funds on hold for an authorized Card transaction are not available for other uses during the hold period. If other items are presented for payment against the funds on hold, your Account may be subject to a per-item penalty for drawing against unavailable funds. Electronic Check Conversion. At the point of sale, a merchant must provide a notice to you that information from your Personal Account check will be used to make an electronic fund transfer payment from your Account. If you mail a check to pay a bill, the notice that your check will be converted to an electronic transfer should be included with the billing information. If you do not wish your check to be used for electronic check conversion, you may have to provide another form of payment such as cash, debit card or credit card. You may not stop payment on a transaction that you initiate by check, which the merchant converts to an electronic transfer at the point of sale. If you have a problem with an electronic check conversion transaction posted to your Account, contact us within 60 days after we send you the statement on which the problem or error appeared. Depending on the circumstances, we may take up to 45 days from the time you notify us to complete our investigation. Remotely Created Checks. A remotely created check is an item that allegedly authorizes payment to be made but which is not actually signed by the drawer. You agree that if you cash, negotiate or deposit a remotely created check into your Account, you are warranting to us that the check is authentic and is authorized by the drawer of the check according to the terms contained on the check. If a remotely created check is returned to us at any time and for any reason, we may debit the amount of the check from your Account. Substitute Check or Image Replacement Document (IRD). To make check processing faster, federal law permits banks to replace original checks with “substitute checks” or IRDs. These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check or IRD states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substitute check as proof of payment just like the original check. Under federal law, the Bank is required to accept substitute checks with warranties as the legal equivalent of the original check and we will pay and charge your Account for such substitute checks. Some or all of the checks that you receive back from us may be substitute checks. You have rights with substitute checks that do not apply to original checks or electronic debits to your Account. In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your Account (for example, if you think that we
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withdrew the wrong amount or withdrew money from your Account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your Account and fees that were charged as a result of the withdrawal (for example, returned check penalties/fees). The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You are also entitled to interest on the amount of your refund if your Account is an interest-bearing Account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law. If you use this procedure, you may receive up to $2,500 of your refund (plus interest if your Account earns interest) within ten business days after we received your claim and the remainder of your refund (plus interest if your Account earns interest) not later than 45 calendar days after we received your claim. We may reverse the refund (including any interest on the refund) if later, we are able to demonstrate that the substitute check was correctly posted to your Account. If you believe you have suffered a loss relating to a substitute check that you received and that was posted to your Account, contact us at 1-800-SunTrust (1-800-786-8787) or write to us at SunTrust Bank, Post Office Box 622227, Orlando, FL 32862-2227. You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the Account statement showing that the substitute check was posted to your Account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extraordinary circumstances. We may require you to submit your claim in writing. Your claim must include:
• A description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect);
• An estimate of the amount of your loss;
• An explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and
• A copy of the substitute check (and/or) the following information to help us identify the substitute check: the check number, the name of the person to whom you wrote the check (payee), and the amount of the check.
Non-Sufficient Funds. You agree to not overdraw or attempt to overdraw your Account and to ensure that there are sufficient available funds in your Account in advance to cover all debits, holds and other items that are charged to your Account. Checks or other items drawn against non-sufficient funds in your Account, which have not been covered by overdraft protection, are subject to a penalty, also referred to as a fee, set forth in the Bank's then current fee schedule. This penalty will be charged to your Account in accordance with these rules and regulations or any applicable
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regulations and laws in effect at the time the penalty/fee is incurred. We may determine whether your Account contains sufficient funds to pay a check or other item at any time between the time the check or other item is received by us and our return deadline and by using any means we choose in our sole, unilateral and absolute discretion, and only one determination of the Account balance is required. The Bank under no circumstances shall be required to examine or consider balances which you may maintain in your other Accounts. If that determination reveals non-sufficient funds to pay the check or other item, we will not be required to honor the check or other item and may return it. Alternatively, we may honor the check or other item and create an overdraft. However, honoring one or more overdrafts does not obligate us to honor any future overdrafts, and you should not rely on us to honor an overdraft. We are not required to send you prior notice on checks returned for non-sufficient funds. You agree to deposit sufficient funds to cover any overdraft and any penalties assessed immediately upon notice of any overdraft, and to reimburse us for any costs, including but not limited to reasonable attorney’s fees, we incur in collecting any overdraft from you. Stop Payment Orders. Any Authorized Signer on an Account may stop payment on a check or draft drawn on the Account, if the check or draft has not already been paid or cashed by SunTrust. You may request a stop payment on an Automated Clearing House (ACH) debit to your Account if the item has not already been paid. You are responsible for notifying the originator/sender that you have revoked your previous authorization for ACH debits. You may not stop payment on a Check Card, ATM or point-of-sale transaction or a transaction that you initiate by check, which a merchant converts to an electronic transfer at the point of sale. We may, but are not required to, accept oral or written stop payments, even though the person who is requesting the stop payment is not the Authorized Signer who signed the item. You must describe with certainty the check or draft to be stopped. If you do not provide the check number, payee and the exact amount of the item, we will not be liable for misidentification or payment of the item and failure to honor the stop payment order. A stop payment order must be received in such a manner that affords us a reasonable opportunity to act upon it. In some cases, we may pay an item even if a stop payment order is in process. For example, if one of our Banking Offices, without notice of your request, cashes a check that you have asked us to stop, we may still pay the check. If the Bank pays an item over a valid and timely stop payment order, the Bank is responsible only to the extent that you can establish that you have incurred actual damages. If your Account is re-credited, you agree to transfer to us all of your rights against the payee or other holder of the item, and to assist us in legal action taken later against that person. There is a fee for the special handling involved with a stop
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payment order. If you make an oral stop payment, you will be required to confirm the request in writing within 14 days after the Bank received the oral stop payment, unless the Bank sends a stop payment confirmation which will suffice as the written request. A stop payment order will be effective for six months from the date of the written request unless renewed prior to the expiration of the request. If not renewed, an item that is presented or re-presented to the Bank for payment may be paid. Each renewal is treated as a new stop payment order and subject to the Bank’s stop payment fee. A release or cancellation of a stop payment order may be given by any Depositor or Authorized Signer on the Account; however, such a release or cancellation must be delivered to us in writing.. Postdated Items. All postdated items shall be treated as demand items and payable at presentment. If we return a postdated item because of non-sufficient funds in your Account, you will be subject to a returned item fee penalty. If you notify us to stop payment on a postdated check, the request will be subject to the Bank's stop payment fee. You may request the Bank to honor post dated instructions according to applicable law. Stale Dated Items. The Bank maintains the option to either pay or dishonor any stale dated item, which is an item more than six months old, upon presentation to the Bank. However, if the item is paid by us in good faith, we will not be liable for paying such an item.
Checks and Deposit Forms Checks and Deposit Ticket Specifications. Various styles of checks and deposit tickets are available through check-printing companies, which have been approved by us. These companies meet the quality standards and check printing requirements established by the American Bankers Association. We may refuse to accept checks or other forms that you create or other companies provide that do not meet our specifications. You are liable for all claims, costs, losses and damages that may result from the use of a non-standard check or deposit ticket. The specifications include the magnetically encoded numbers, the size of the check, and the weight, color and type of paper. If you create or obtain checks or other forms from non-approved check-printing companies and the items cannot be processed through our automated check processing systems, we may refuse to accept the items and charge you a fee for each check or other item. A copy of our check printing specifications can be obtained by calling 1-800-SunTrust or asking a representative at any of our SunTrust offices. Conditional Items. You will not draw or issue items which state on their face “void after a specified length of time” or other conditions for payment. We will not be bound by such conditions and will not be liable for paying such items. Ink Used on Checks. Checks you write may be converted into substitute checks or image replacement documents (electronic images) during the check collection and return process. To avoid having critical data disappear or be obscured during the image process, you should use blue or black ink when preparing checks or other forms. Using a lightly colored ink or such colors as red,
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purple or green or gel inks may cause important data to not image. You agree to bear the risk of loss in such cases. Personal Information on Items. To guard against the disclosure and unauthorized use of personal information, you agree not to pre-print or write your Social Security Number, date of birth, driver’s license number or other personal information on your checks or other items issued on your Account. If such information is included on your checks or other items drawn on your Account, you agree that the Bank will not be liable for the improper use of any such information by any individual or entity, regardless of how the individual or entity obtained or used the information..
Bank’s Stipulations We may at any time in our discretion, refuse to open an Account, refuse any deposit, limit the amount which may be deposited, return all or any part of a deposit or close the Account without advance notice to the Depositor. We may at anytime in our discretion, rely on existing Account documents or through transactions you perform on the Account, including checks you have signed, deposited items you have endorsed, and check card transactions, to determine ownership of an Account and/or record your ownership of an Account on which your name appears. In addition, SunTrust may discontinue or refuse to offer you any account, service or product at any time. If there are any unauthorized transactions or suspicious activity on your Account, including unauthorized checks or debits on your account or lost, stolen or missing checks, we strongly recommend that you close your current Account and open a new one. If you do not do so, you agree that the Bank is not liable to you for any subsequent debits, unauthorized transactions, losses or damages that occur on your Account.
Closed Account The Bank may consider an Account to be closed when the Account reflects a zero balance on the Bank’s records.
Payment Suspension Adverse Claims. We may suspend payment and/or place a hold on your Account without any liability to you under the following circumstances: (1) If the Bank, in its reasonable discretion, determines that the ownership of funds or the right to debit or make withdrawals from your Account is in dispute. For purposes of this section, “dispute” may include such disputes between you and the Bank involving the Account, disputes between you and an Authorized Signer or other joint owner, or any situation where a third party takes action or gives notice to the Bank of any claim on the Account or funds contained therein, regardless of whether the Bank is involved in such dispute, as well as any other situation in which there is an allegation of fraud or mistake or the Bank is uncertain as to the ownership or payment of funds. (2) You owe the Bank or any of its affiliates money. (3) We detect or suspect any unauthorized, unlawful or irregular activity related to your Account including but not limited to transactions prohibited by the Unlawful Internet Enforcement Act, 31 U.S.C. Section 5361 et.seq. (4) You have committed an allegedly fraudulent act, or, if
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any claim, whether oral or written, has been made upon the Bank due to your actions. Or, (5) upon notice of a bankruptcy filing. Payment will be suspended on your Account until the dispute, allegation, or problem is resolved or determined to the Bank’s satisfaction. In no event will the Bank be liable for any delay or refusal to follow instructions or for returning items unpaid that occur as a result of a dispute or uncertainty over the ownership or control of your Account or the suspension or freezing of your Account for any of the reasons stated above. In the event we receive a documented claim for a forged, irregular, altered (including payee and dollar amounts), or unauthorized endorsement on a check or draft deposited into your Account, the Bank is authorized to debit your Account for the amount of the claim, without prior notice to you. The Bank will have no liability for honoring the claim. You agree to be liable to the Bank for any loss, costs, including, but not limited to reasonable attorney’s fees, or expenses, to the extent permitted by law that we incur as a result of any dispute brought by a third party involving your Account. You authorize us to deduct any such loss, costs, or expenses from your Account without prior notice to you. Legal Process Against Account. You acknowledge and agree that because the Bank has offices in multiple states, if any legal process is served upon the Bank, we may honor such service and charge your Account, regardless of jurisdiction or where or how served. You agree that we may accept any legal process we believe to be valid without any liability to you and that we may, in our discretion, waive such service and accept legal process by mail, electronic mail, facsimile or other means. If we receive any court order or similar process, or if we are required to suspend payment by any law or regulation including, but not limited to those issued by the Office of Foreign Assets Control, we may suspend payment or comply with the terms of the order or similar process on any Account that we believe to be affected by the order. Payment will be suspended until final resolution of such court order or similar process or until the applicable law or regulation authorizes resumption of payments, even though such suspension or compliance may be due to inadvertency or error due to the similarity of names of Depositors or other mistakes. If your Account is attached, garnished, or otherwise subject to levy by lawful legal action, we will not be liable to you for any sums we pay or freeze because of such attachment, garnishment, or other levy, even if paying or freezing the money from your Account leaves non-sufficient funds to pay a check you have written. After receiving legal process, we may freeze or remove the funds at issue from your Account and you agree that we are not required to pay interest on such funds. If we incur any expenses including, without limitation, reasonable attorney’s fees in responding to a court order or similar process that is not otherwise reimbursed, we may charge such expenses to your Account without prior notice to you. Any attachment, garnishment or other levy against your Account is subject to the Bank’s right of offset and security interest. The Bank’s fees for garnishment, levy, or other attachment against your Account are due when the garnishment, levy or other process is issued, and the Bank may offset these fees from your Account prior to honoring any garnishment, levy, or other attachment. You agree that the Bank will not be liable for
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any hold or freeze placed on your Account, including any items returned unpaid because of such a hold or freeze, even if some or all of the funds in the Account are exempt from garnishment, levy, or other attachment. Policies and Procedures Any internal SunTrust policies or procedures are for the sole benefit of SunTrust and shall not impose a higher standard of care or duty than otherwise would apply in their absence.
ARBITRATION AGREEMENT
READ THIS PROVISION CAREFULLY AS IT WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES AND CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS SET FORTH BELOW. If you do not reject this arbitration agreement, for a Claim subject to arbitration, neither you nor we will have the right to: (1) have a court or a jury decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action in court or in arbitration; or (4) join or consolidate a Claim with claims of any other person. The right to appeal is more limited in arbitration than in court and other rights in court may be unavailable or limited in arbitration. Claims Subject to Arbitration. A “Claim” subject to arbitration is any claim, dispute or controversy between you and us (other than an Excluded Claim or Proceeding as set forth below), whether preexisting, present or future, which arises out of or relates to the Account, these rules and regulations or any transaction conducted with us in connection with the Account or these rules and regulations. “Claim” has the broadest possible meaning and includes initial claims, counterclaims, cross-claims, third-party claims and federal, state, local and administrative claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity and includes claims for money damages and injunctive or declaratory relief. Upon the demand of you or us, Claim(s) will be resolved by individual (not class or class-wide) binding arbitration in accordance with the terms specified in this arbitration agreement. Special Definition of “We,” “Us” and “Our.” Solely for purposes of this arbitration agreement, the terms “we,” “us” and “our,” in addition to the meanings set forth in these rules and regulations, also refer to SunTrust’s
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employees, officers, directors, parents, controlling persons, subsidiaries, affiliates, successors and assigns. “We,” “us” and “our” also apply to third parties if you assert a Claim against such third parties in connection with a Claim you assert against us. Excluded Claim or Proceeding. Notwithstanding the foregoing, “Claim” does not include any dispute or controversy about the validity, enforceability, coverage or scope of this arbitration agreement or any part thereof (including, without limitation, the Class Action Waiver set forth below and/or this sentence); all such disputes or controversies are for a court and not an arbitrator to decide. However, any dispute or controversy that concerns the validity or enforceability of the rules and regulations as a whole is for the arbitrator, not a court, to decide. In addition, the following claims or proceedings will not be subject to this arbitration agreement: (1) any individual action brought by you or us in small claims court or your state’s equivalent court, unless such action is transferred, removed, or appealed to a different court; (2) the exercising of any self-help rights, including set-off as described in the paragraph below titled “Right of Offset and Security Interest,” or (3) any individual action in court by one party that is limited to preventing the other party from using a self-help remedy and that does not involve a request for damages or monetary relief of any kind. The institution and/or maintenance of any such right, action or litigation shall not constitute a waiver of the right of either of the parties to compel arbitration regarding any other dispute subject to arbitration pursuant to this arbitration agreement. Moreover, this arbitration agreement will not apply to any Claims that are the subject of (a) a class action filed in court that is pending as of the effective date of this arbitration agreement in which you are alleged to be a member of the putative class (however, you and we will continue to be bound by any prior version of this arbitration agreement) or (b) a motion to compel arbitration filed by us against you before the effective date of this arbitration agreement pursuant to a prior version of this arbitration agreement (however, you and we will continue to be bound by any prior version of this arbitration agreement). Federal Arbitration Act. Notwithstanding any choice of law or other provision in these rules and regulations, the parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”) shall govern its interpretation and enforcement and proceedings pursuant thereto. To the extent state law is applicable under the FAA, the law of the state governing your account relationship with us shall
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apply.
Class Action Waiver. Notwithstanding any other provision of these rules and regulations, if either you or we elect to arbitrate a Claim, neither you nor we will have the right: (a) to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; or (b) to join or consolidate Claims with claims of any other persons. No arbitrator shall have authority to conduct any arbitration in violation of this provision. (Provided, however, that the Class Action Waiver does not apply to any lawsuit or administrative proceeding filed against us by a state or federal government agency even when such agency is seeking relief on behalf of a class of borrowers including you. This means that we will not have the right to compel arbitration of any claim brought by such an agency). The parties to these rules and regulations acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from this arbitration agreement. If the Class Action Waiver is limited, voided or found unenforceable as to any Claim(s), then the parties’ arbitration agreement (except for this sentence) shall be null and void with respect to such Claim(s) (but not as to any other Claim(s) that have been or are later brought), subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated. Arbitration Procedures. If you or we elect to arbitrate a Claim, the electing party must notify the other party in writing. This notice can be given after the beginning of a lawsuit and can be given in papers filed in the lawsuit. Otherwise, your notice must be sent to SunTrust Bank Legal Department, Attn: General Counsel-Arbitration Election, Mail Code 0643, 303 Peachtree Street, N.E., 36th Floor, Atlanta, Georgia 30308, and our notice must be sent to the most recent address for you in our files. Any arbitration hearing that you attend must take place in a venue reasonably convenient to you. If a party files a lawsuit in court asserting Claim(s) that are subject to
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arbitration and the other party files a motion to compel arbitration with the court which is granted, it will be the responsibility of the party prosecuting the Claim(s) to select an arbitration administrator in accordance with the paragraph below and commence the arbitration proceeding in accordance with this arbitration agreement and the administrator’s rules and procedures. The arbitration will be administered by the American Arbitration Association (“AAA”), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org, 1-800-778-7879 or JAMS, 1920 Main Street, Suite 300, Irvine, CA 92614, www.jamsadr.com, 1-800-352-5267. The rules and forms of the AAA and JAMS may be obtained by writing to these organizations at the addresses listed above. If the AAA and JAMS are unable or unwilling to serve as administrator, the parties may agree upon another administrator or, if they are unable to agree, a court shall determine the administrator. No company may serve as administrator, without the consent of all parties, if it adopts or has in place any formal or informal policy that is inconsistent with and purports to override the terms of this arbitration agreement. In the event of a conflict between the provisions of this arbitration agreement and any applicable rules of the AAA or JAMS or other administrator used, the provisions of this arbitration agreement shall control. A single arbitrator will be appointed by the administrator and, unless the parties agree otherwise, must be a practicing attorney with ten or more years of experience or a retired judge. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, nor by state or local laws that relate to arbitration provisions or proceedings. The arbitrator will honor and enforce statutes of limitation and claims of privilege recognized under applicable law. In determining liability or awarding damages or other relief, the arbitrator will follow the applicable substantive law, consistent with these rules and regulations and the FAA, that would apply if the matter had been brought in court. The arbitrator may award any damages or other relief or remedies permitted by applicable law. For Claim(s) that total less than $75,000 and at your written request, we will pay all filing, hearing and/or other fees charged by the administrator and arbitrator to you for Claim(s) asserted by you in arbitration after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. If you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again. In addition, the administrator may have a procedure whereby you can seek a waiver of fees charged
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to you by the administrator and arbitrator. We will always pay any fees or expenses that we are required to pay by law or the administrator’s rules or that we are required to pay for this arbitration agreement to be enforced. The arbitrator will have the authority to award attorneys and expert witness fees and costs to the extent permitted by either these rules and regulations, the administrator’s rules or applicable law. The arbitrator shall award you your reasonable attorneys’ and expert witness fees and costs (a) if and to the extent you prevail on Claim(s) you assert against us in an arbitration commenced by you, or (b) to the extent required under applicable law for this arbitration agreement to be enforced. The arbitrator shall write a brief explanation of the grounds for the decision. A judgment on the award may be entered by any court having jurisdiction. Severability and Survival. If any part of this arbitration agreement, other than the Class Action Waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. This arbitration agreement shall survive the closing of your Account and the termination of any relationship between us, including the termination of these rules and regulations. Effect of Arbitration Award. The arbitrator’s award shall be final and binding on all parties, except for any right of appeal provided by the FAA. However, if the amount of the Claim exceeds $50,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $50,000, any party can, within thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. The panel shall reconsider anew any aspect of the initial award requested by the appealing party. The decision of the panel shall be by majority vote. Reference in this arbitration provision to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with the above paragraph titled “Arbitration Procedures.” Any final decision of the appeal panel is subject to judicial review only as provided under the FAA. Notice and Cure; Special Payment. Prior to initiating a Claim, you may give us a written Claim Notice describing the basis of your Claim and the amount you would accept in resolution of the Claim, and a reasonable opportunity, not less than thirty (30) days, to resolve the Claim. Such a Claim Notice must be sent to us by certified mail, return receipt requested, at SunTrust Bank Legal Department, Attn: General Counsel-Claim Notice, Mail Code 0643, 303 Peachtree Street, N.E., 36th Floor, Atlanta, Georgia 30308. This is the sole and only method by which you can
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submit a Claim Notice. If (i) you submit a Claim Notice in accordance with this Paragraph on your own behalf (and not on behalf of any other party); (ii) you cooperate with us by promptly providing the information we reasonably request; (iii) we refuse to provide you with the relief you request; and (iv) the matter then proceeds to arbitration and the arbitrator subsequently determines that you were entitled to such relief (or greater relief), you will be entitled to a minimum award of at least $7,500 (not including any arbitration fees and attorneys’ fees and costs to which you will also be entitled). We encourage you to address all Claims you have in a single Claim Notice and/or a single arbitration. Accordingly, this $7,500 minimum award is a single award that applies to all Claims you have asserted or could have asserted in the arbitration, and multiple awards of $7,500 are not contemplated. Right to Reject Arbitration Agreement. You may reject this arbitration agreement and therefore not be subject to being required to resolve any claim, dispute or controversy by arbitration. To reject this arbitration agreement, you must send us written notice of your decision so that we receive it at the address listed below within forty-five (45) days of the opening of your Account. Such notice must include a statement that you wish to reject the arbitration agreement section of these rules and regulations along with your name, address, Account name, Account number and your signature and must be mailed to the SunTrust Bank Legal Department, Attn: Arbitration Rejection, P.O. Box 2848, Mail Code 2034, Orlando, FL 32802-2848. This is the sole and only method by which you can reject this arbitration agreement and any attempt to reject this arbitration agreement through any other method or form of notice, including the filing of a lawsuit, will be ineffective. Rejection of this arbitration agreement will not affect any remaining terms of these rules and regulations and will not result in any adverse consequence to you or your Account. You agree that our business records will be final and conclusive with respect to whether you rejected this arbitration agreement in a timely and proper fashion. This arbitration agreement provision will apply to you and us and to your Account unless you reject it by providing proper and timely notice as stated herein. JURY TRIAL AND CLASS ACTION WAIVER TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY MATTERS NOT SUBMITTED TO ARBITRATION, DEPOSITOR AND BANK HEREBY (A) KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF THESE RULES AND
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REGULATIONS, RELATING TO THE ACCOUNT, OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN YOU AND US, AND (B) AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.. Right of Offset and Security Interest If you owe SunTrust money as a borrower, guarantor, or otherwise, and it becomes due, the Bank shall have the right under the law (called right of offset or setoff) and under these rules and regulations (by which you grant SunTrust a security interest in your Account) to use the money from your Account to pay the debt even if withdrawal results in an interest penalty, dishonor of checks or other unavailability of funds. You agree that such a right includes the Bank’s right to use proceeds from government benefits, including social security, to pay such debts, including overdrafts and account fees. If you request us to cash a check or other items for you, we may apply the proceeds of the check or other item to fees, overdrafts and other amounts you owe us. In the case of a Sole Proprietorship, Partnership, or Joint Account, including Joint Tenants by the Entirety, each sole proprietor, partner or joint owner agrees that SunTrust may use the money in the Account to satisfy any of their individual obligations. Similarly, partners and joint owners agree that we may use the money in their individual Accounts to satisfy obligations in the Joint Account or Partnership Account. The security interest granted to SunTrust by these rules and regulations is consensual and is in addition to the Bank’s right of offset. These provisions apply to any account or asset held by the Bank or SunTrust. You agree that if you owe a debt on your Account, we may setoff against any asset you have, individually or jointly, at the Bank or any SunTrust affiliate. However, the right of offset and security interest may not apply to your Account if it is an IRA or the Authorized Signer’s right of withdrawal arises only in a representative capacity. Notwithstanding any provision to the contrary, we will not exercise any right of offset to any arbitration award made to us unless and until the arbitration award is confirmed by a court having jurisdiction and becomes a final judgment and until any timely appeal thereof is completed.
Collection Costs You are liable for all amounts charged to your Account, whether by offset, overdraft, lien or fees. If we take court action or commence an arbitration proceeding against you to collect such amounts, or if you elect arbitration of a collection action we have brought against you in court, you will also be liable for court or arbitration costs, other charges or fees, and attorney’s fees up to 25 percent, or an amount as permitted by law, of the amount owed to us. In the case of a Joint Account, each Account owner is jointly and severally liable for all amounts charged to the Account regardless of which owner incurred the charges to the Account. In the case of a Joint Account where one Account owner is a minor, the adult owner will be liable for all debts incurred by the minor through the use of the Account.
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Liability Limitation To the extent permitted by applicable law: (a) we shall not be liable for any liability, loss, or damage that may arise when we are acting in accordance with applicable laws, regulations, rules, these rules and regulations, or our agreements with any financial institutions regarding the transaction of your business under the Account or by any acts or conditions beyond our control; (b) NEITHER YOU NOR THE BANK SHALL BE LIABLE TO EACH OTHER OR TO ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS WITH RESPECT TO ANY CLAIM EVEN IF EITHER OF US WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; and (c) we shall only be liable for your damages, as provided in this Section, caused by our gross negligence or wanton and intentional misconduct. You agree to pursue all rights you may have under any insurance policy you maintain in connection with any loss associated with your Account and to provide us with information regarding such coverage. The Bank’s liability will be reduced, proportionately in accordance with its responsibility for any loss, by the amount of any insurance proceeds you receive or are entitled to receive for the loss. If we reimburse you for a loss and the loss is covered by insurance, you agree to assign us your rights under the insurance policy to the extent of our reimbursement to you.
Death or Incompetence In the event of Depositor’s death or a legal adjudication of incompetence, the Bank may continue to accept, pay, or collect items until ordered to stop payment by a person claiming an interest in the Account and we have a reasonable opportunity to act on it. If a deposit or credit is made to an account (such as Social Security, pension or veteran’s benefits) payable to an individual who is or becomes deceased, we may return or refund the deposit and debit the Account.
Dormant or Abandoned Accounts With the exception of Time Deposits and IRAs, an Account is deemed to be “inactive” during that period of time in which you have not made any deposits or withdrawals from the Account. Electronic (ACH) deposits or debits do not qualify as deposits or withdrawals made by you. An Account will be classified as “dormant” when the Account has been inactive and we have had no contact with you for one year (12 months) and your Account statement has been returned by the post office as undeliverable for any reason. For Georgia Savings Accounts, the loss of contact time period is five (5) years. Interest is not paid on dormant accounts and a non refundable monthly dormant fee will be charged for maintaining these accounts. In accordance with governing state law, Accounts which have been inactive or dormant for the statutory number of years will be transferred to the state or other designated governmental agency.
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Account Discrepancies Statements. Periodic statements will be provided on all Accounts, excluding Time Deposits. Unless otherwise instructed, the statements will be mailed by us to your last known address as shown on our records or will be made available to you electronically. You agree to control and secure your Account documents including, but not limited to checks, deposit tickets, statements and any other documents that contain your account number and account information. You agree to notify us that you have not received your statement within 30 calendar days of the date on which you normally receive the statement. If you do not notify us within this time period that you did not receive the statement, we will not be liable for any bank statements or items, if included in the statement, that you do not receive. You should carefully examine the statement and canceled checks (including the face and back), if included in the statement, when you receive the statement. The Bank will not be liable for any unauthorized signature, alteration, misencoding or other error on the face of any item in your statement, or for any incorrect or improper amount, fee, interest calculation or other error on the statement itself (including any item improperly charged to your Account or any deposit not credited to your Account), if you fail to notify the Bank within 30 calendar days from the date the Bank mails, personally delivers, or otherwise makes the statement on which the error first appeared available to you (including making the statement available online whether you actually view or download it) or anyone to whom you request it be sent. If you fail to notify us of the first occurrence within the stated time period, we will not be liable for subsequent unauthorized signatures or alterations made by the same individual (wrongdoer) and discovered on future statements. Additionally, the Bank will not be liable for any unauthorized or missing endorsements, or other defects affecting title, on the back of any item charged to the Account if you fail to notify the Bank within six months from the date the Bank mails, personally delivers, or otherwise makes your statement available to you (including making the statement available online whether you actually view or download it) or anyone to whom you request it be sent. Moreover, because you are in the best position to prevent and discover an unauthorized signature, an unauthorized endorsement, missing deposit, or an alteration, you agree that the Bank will not be liable for paying such items if (1) you did not examine the statement and the canceled checks (if included) or you have not reported unauthorized signatures, unauthorized or missing endorsements, encoding errors or alterations or missing deposits to us within the time period set forth above, or (2) these items were forged or altered so cleverly (as by unauthorized use of a facsimile machine or otherwise) that the forgery or alteration could not be detected by a reasonable person. If you claim a credit or refund because of a discrepancy or an unauthorized transaction, you agree to provide us with a declaration on a form we choose containing whatever information we request regarding the transaction, your Account and the circumstances surrounding the claimed loss. The Bank must receive your declaration within ten days of its request or it may deny the claim. You also agree to make a report of the
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unauthorized transaction to the police and upon our request, to provide us with a copy of the report. We will have a reasonable period of time to investigate the claim and the surrounding circumstances. We are not obligated to provisionally credit your Account before or during the investigation, unless required by law. If we do credit your account, you agree that such credit is not considered final payment. If a credit is given to your Account at any time and the Bank determines that the original debit to your Account was proper, you agree that the Bank may reverse the credit to you at any time whether it originally advised that the credit was provisional. You agree that you cannot and will not bring any legal action or arbitration claim against us unless you have first provided the declaration described within this section. Undeliverable Statements. If the statement is returned to the Bank as undeliverable, we may destroy an Account statement after 30 days and may destroy any other periodic statement on an Account immediately upon its return. In the event we hold the statement, pursuant to your request, and you do not claim the statement within the specified time period, it will be destroyed. You agree that we may rely on an address change notification received by us from the Postal Service and other governmental sources to update your address on our records. Verification and Correction of Transactions. All transactions are subject to final verification by the Bank. We may reverse or adjust any transaction, credit or debit we believe we erroneously made to your Account at any time without prior notice being provided to you. In addition, you agree that if any deposit or other credit is made to you which we determine should not have been made to you, we may reverse that credit without prior notice.
Transfer or Change of Ownership Accounts are nontransferable except on the Bank’s books and records. In order to transfer title or to pledge an Account as collateral for a loan, a written request must be provided on a form accepted and acknowledged by Bank. Any pledge of an Account to a third party remains subject to the Bank’s right of offset and security interest. The Bank may determine ownership of an Account from the information in our records. Any changes you request us to make to your Account are not effective until accepted by us and we have had a reasonable time to act on the new information. If ownership of an Account is to be changed, the Account may be closed and a new Account opened to reflect the new ownership. The Bank may remove a deceased owner from a Joint Account upon proof of owner’s death.
Account Fees You agree to pay any fees that apply to the Account. Fees may be deducted from your Account without prior notice to you. We will not be liable for dishonoring checks or other withdrawal orders because of non-sufficient funds resulting from proper deduction of
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fees. The Bank’s current fee schedule is given to you when you open an Account and is available at our banking offices. Fees are subject to change from time to time at the Bank’s discretion. The current Personal Deposit Account Fee Schedule is available at https://www.suntrust.com/Static/Documents/Personal_Banking/Deposit_Account_Disclosures/FSRETAILE.pdf
Special Treatment of Checking Accounts and NOW Accounts For accounting purposes, any Checking Account or NOW Account is a money master deposit account (“Master Account”), which consists of two sub-accounts, either a demand deposit account (“DDA”) and a money market deposit account (“MMDA”), or a NOW Account and a MMDA respectively. Any interest required to be paid on your Master Account will be calculated on the collected balance in both the NOW Account and the MMDA at the current NOW Account rate. Your monthly NOW Account statement will disclose a single Annual Percentage Yield Earned, reflecting the combined earnings from the NOW Account and the MMDA. For each Statement Period, the Bank will review your Master Account to determine that amount not routinely needed to pay your debits (“Threshold Balance”). Funds will be allocated daily between your two sub-accounts by comparing the ending balance and the Threshold Balance for your Master Account. Funds equal to or less than your Threshold Balance in your Master Account will be credited to the MMDA and funds in excess of your Threshold Balance will be credited to the applicable DDA or NOW Account. All checks, debits and withdrawals will be paid from the applicable DDA or NOW Account. If the ending balance in the applicable DDA or NOW Account is less than that day’s aggregate debit activity, a transfer will be made from available funds in the MMDA account to the applicable DDA or NOW Account. Concurrent with a sixth transfer from the MMDA in a Statement Period, all funds in the MMDA will be credited to the applicable DDA or NOW Account for the remainder of that Statement Period.
ADDITIONAL RULES FOR INTEREST-BEARING DEPOSIT ACCOUNTS Frequency of Rate Changes. All interest-bearing Accounts are variable rate Accounts unless otherwise indicated. The interest rate may change at the Bank’s discretion. The interest rate and APY (“Annual Percentage Yield”) offered may vary depending on the customer relationship, the local area you open your account and the method of account opening. Additionally, we may offer a bonus or promotional rate on specific accounts or to specific customers and these offers will not apply to all accounts, customers, local areas or methods of account opening. You may obtain the current interest rate and APY on your account by calling 1-800-SunTrust or 1-800-786-8787. Interest Calculation, Compounding and Crediting. Interest on all Deposit Accounts is calculated by applying a daily periodic rate
to the collected balance in the Account each day. Interest is compounded daily and credited to your Savings Account, MMA IRA and Premium Plus IRA on a quarterly basis and all other interest bearing Deposit Accounts, including Savings Accounts in combined statements, on a monthly basis. Cash deposits begin to accrue interest on the business day of deposit; non-cash deposits begin to accrue interest no later than the business day we receive credit for the items deposited. (An example of a non-cash deposit is a check deposit.) The Bank will rely on the Federal Reserve Bank’s availability schedules to determine when credit for non-cash items has been received. Interest on all Accounts, including Time Deposits, is calculated on the basis of a 365 day year. However, in a leap year, when an “extra” day of interest will be paid for the Account, interest will be calculated on the basis of a 366 day year. Closed Accounts. Interest-bearing Deposit Accounts closed (your Account reflects a zero balance on our records) before the end of the interest-payment period forfeit all interest earned that period. To avoid this loss of interest, you must keep a balance in the Account until interest is paid. However, if you notify the Bank that you intend to close the Account, the accrued interest may be included in the closing balance. Refer to Specific Rules for Time Deposits and the Money Market IRA section for early withdrawal penalties on Time Deposits. Withdrawal Transaction Limitations. Savings and Money Market Accounts are governed by Federal regulations, which limit the number of certain types of transactions. From your savings accounts, you are limited to six preauthorized, telephone, or on-line transfers to your other SunTrust Bank accounts or to third parties. Additionally, this limitation includes drafts or similar orders you make payable to a third party. The limitation applies per month. From your Money Market Account, you are limited to six preauthorized, telephone or on-line transfers to your other SunTrust Bank accounts or to third parties. Additionally, this limitation includes checks, drafts, or similar orders you make payable to a third party. The limitation applies per statement period. Due to IRS Regulations, these transfer options are not available for Money Market IRAs. No more than three of the six transfers from your Money Market can be made by check or draft, debit or other similar order made payable to third parties. In determining when a transfer is made, Bank will use the date the transfer is paid. If you routinely exceed these withdrawal limitations on your Savings or Money Market Accounts, the Bank will close the Account or take away the Account’s transfer and draft capacities. The foregoing limitations do not apply to withdrawals made by you or transfers to other Accounts which you have with us when these transfers are made by messenger, in person or through ATMs.
SPECIFIC RULES FOR TIME DEPOSITS AND THE MONEY MARKET IRA When you invest in a Time Deposit, excluding the Money Market
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IRA and Premium Plus IRA, you contract with the Bank to place funds in the Account for a specific term. All Time Deposits are non-negotiable. The deposit is taken and evidence of the deposit is issued subject to actual receipt and verification of the deposit amount. All joint Time Deposits belong to Depositors as “joint tenants with right of survivorship” and not as “tenants in common” or “tenants by the entirety.” “Joint Account - no survivorship” applies to Accounts established in Arkansas, North Carolina, Virginia, Maryland and District of Columbia. Refer to General Terms and Definitions section. We offer the following types of Time Deposit Accounts and a Money Market IRA: Bump-Up CD and IRA. A minimum deposit of $2,000 is required. Each investment will have an original maturity of 16 or 30 months. The interest rate and APY may be increased one time only during the original term to equal the current interest rate and APY set by the Bank for the Bump-Up CD or IRA. You cannot bump up the rate on this CD or IRA to equal the rate on another type of CD or IRA or any other promotional product. The interest rate will be fixed when the deposit is made and remain in effect until you initiate the one-time rate increase. The increased rate will then apply for the remainder of the term. The interest rate available for the 16 Month Bump Up CD will be equal to 90% of the 12 month LIBOR rate as published in the Money Rates section of The Wall Street Journal on the first business day of each month (the index). For example, if 12 month LIBOR rate is 1.5%, we will set the bump up rate at 1.35% (90% of 1.50 %.) However, the interest rate to which you increase your CD for the remainder of the CD term cannot be greater than 3.00% above the initial interest rate for your 16 Month Bump Up CD. For example, if the opening interest rate is 1.5%, and the Bump Up CD rate at the time you make the election is 5.50%, the interest rate on your CD would be capped at 4.50%. Additional deposits are not permitted during the term of the investment. However, you may add to the investment at each renewal during the grace period. The CD or IRA will automatically renew for the same term as the original term, at the interest rate in effect for a standard (non-Bump Up) CD or IRA at the time of each renewal, based on your renewal balance. The one-time bump-up rate feature will not apply to the CD or IRA after the first maturity date. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. Fixed-Rate IRA and Fixed-Rate CD. A minimum deposit of $2,000 is required. Each investment has a specific maturity date. The interest rate will be fixed when the deposit is made and will remain in effect until the maturity date. Additional deposits are not permitted during the term of the investment. However, you may add to the investment at each renewal date during the grace period. No Penalty Fixed-Rate CD and IRA. A minimum deposit of $2,000 is required. The interest rate will be fixed when the deposit is made and the interest rate will remain in effect until the maturity date. An early withdrawal penalty equal to seven days’ interest
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must be assessed on any funds withdrawn the first seven days of the initial term. You may make a one-time withdrawal of all or a portion of the funds after the first seven days of the initial term without an early withdrawal penalty. If more than one withdrawal is made after the first seven days of the initial term an early withdrawal penalty based on the remaining term will be assessed on the amount withdrawn. This penalty waiver is only available during the initial term of the CD. Early withdrawal penalties will apply to subsequent renewals of this CD. Refer to the Early Withdrawal Penalty section for an explanation of penalties. Standard I.R.S. penalty rules apply for IRA CDs. This no penalty feature only applies to SunTrust early withdrawal penalties. Additional deposits are not permitted during the term of the investment. However, you may add to the investment at each renewal date during the grace period. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. Step Rate CD and IRA. A minimum deposit of $2,000 is required. Each investment will have an original maturity of 24, 30, or 36 months. The interest rate will be increased at six month intervals. The interest rates and a blended APY for the term will be disclosed to you at the time the CD or IRA is opened. The interest rate will be fixed when the deposit is made and remain in effect until the first six-month period rate increase. The increased rate will then apply for the following six-month period. Each time the interest rate is increased, the interest rate remains in effect until the next successive interest rate increase. Additional deposits are not permitted during the term of the investment. However, you may add to the investment at each renewal during the grace period. The CD or IRA will automatically renew for the same term as the original term, at the interest rate in effect for a standard (non-Step Rate) CD or IRA at the time of each renewal, based on your renewal balance. The step-rate feature will not apply to the CD or IRA after the first maturity date. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. SteadySaver Variable-Rate CD and IRA. A minimum deposit of $100 is required. Each investment will have an original maturity of 12 months. Interest rates and balance tiers will be established by the Bank and may periodically change at the Bank’s discretion. A minimum deposit of $50 per month through ACH or automatic transfer is required. Additional deposits do not extend the maturity date. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. Variable-Rate CD. A minimum deposit of $2,000 is required. Each investment has a specific maturity date. The interest rate will be established by the Bank and may periodically change at the Bank’s discretion. Additional deposits are not permitted during the term of the investment. However, you may add to the investment at each renewal date during the period. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. Single Maturity Jumbo CD. A minimum deposit of $100,000 is required. Each investment has a specific maturity date. The interest rate will be fixed when the deposit is made and will remain in effect until the maturity date. Additional deposits are not
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permitted during the term of the investment. Simple interest is credited to the investment or paid in accordance with your instructions at maturity. Money Market IRA. A minimum deposit of $100 is required. The Account does not have a maturity date or specific term. Additional contributions may be made to the Account at any time. The interest rate will be established by the Bank and may periodically change at the Bank’s discretion. Such rates shall apply to the initial and additional contributions made to the Account. Interest is credited to the Account at the end of each calendar quarter. Premium Plus IRA. A minimum deposit of $10,000 is required. The Account does not have a maturity date or specific term. Additional contributions may be made to the Account at any time. The interest rates and balance tiers will be established by the Bank and may periodically change at the Bank’s discretion. Such rates shall apply to the initial and additional contributions made to the Account. Interest is credited to the Account at the end of each calendar quarter. Variable-Rate Deposit IRA. A minimum deposit of $100 is required. Each Account will have an original maturity of 18 months. Additional contributions may be made to the Account at any time without extending the term. The interest rate will be established by the Bank and may periodically change at the Bank’s discretion. Such rates shall apply to the initial and additional contributions made to the Account. Interest is credited to the Account quarterly. This product may be offered for a limited-time period or may not be offered in all Regions of SunTrust Bank. Mail-In IRA Deposits. Any IRA deposits received without specific investment instructions will be deposited into a Money Market IRA. Interest. Interest begins to accrue from date of deposit and is calculated by applying a daily periodic rate to the current balance in the Account each day. Unless otherwise indicated, interest is compounded daily and credited to the Account or paid in accordance with your instructions. The Annual Percentage Yield disclosed assumes interest remains on deposit until maturity. Accrued interest may be withdrawn prior to maturity without penalty; however, interest withdrawals may reduce earnings. Automatically Renewable Time Deposits. Unless otherwise indicated, your Time Deposit is Automatically Renewable. It will renew for the same time period as the original term, at the Standard interest rate based on the balance tier and the interest rate in effect for your local area at the time of each renewal, based on your renewal balance. Unless specifically stated otherwise, bonus or promotional interest rates offered at the time of renewal will not apply to automatically renewable time deposits. If you do not want the Time Deposit to renew, you must notify us within one business day from the renewal date if the term is 31 days or less or within ten calendar days from the renewal date if the term is more than 31 days. If you do not notify us within this grace period, the Time Deposit will automatically be renewed. If the Bank does not want the Time Deposit to renew at the original or subsequent maturity date, we will notify you prior to the next
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maturity date. After final maturity or the redemption of any portion of your Time Deposit during the grace period, no interest will be paid on the amount redeemed. Single Maturity Time Deposits. If your Time Deposit is designated as Single Maturity, it will mature on the stated original maturity date. No interest will be earned after the maturity date. A maturity notice is sent at least seven days in advance of the maturity date for terms of 31 days or less and at least ten days in advance of the maturity date for terms greater than 31 days. Pending Renewal Notices. A reminder is sent at least ten days before the maturity date on automatically renewable Time Deposits with terms of 32 days or more. Reminders are not sent on Time Deposits with terms of less than 32 days due to the short maturity period. A confirmation of the renewal is not sent. Early Withdrawal Penalty. Except in case of death or certified mental incompetence of a Depositor or co-Depositor, an early withdrawal penalty will be assessed if Time Deposit funds are withdrawn before maturity. In the case of a No Penalty Fixed-Rate CD, a penalty is not assessed on the first withdrawal made after the first seven days of the initial term. A penalty will result in a reduction of principal, if the accrued interest is not sufficient to cover the penalty. The early withdrawal penalty is based on the original date the CD was opened or renewed and on the time remaining until the maturity date (“remaining term”) of the Time Deposit. CDs opened prior to February 21, 2012 the early withdrawal penalty terms are as follows:
Remaining Term For CDs Opened Prior to
February 21, 2012
CD Early Withdrawal Penalty
1 day – 31 days remaining 7 days’ interest
32 – 90 days remaining 1 month’s interest
91 days – 1 year remaining 3 months’ interest
More than 1 year – 3 years remaining
8 months’ interest
More than 3 years – 7 years remaining
12 months’ interest
More than 7 years remaining 24 months’ interest
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CDs opened or renewed on or after February 21, 2012 will be subject to the following early withdrawal penalty terms effective July 22, 2012.
Remaining Term For CDs Opened or Renewed On
or After February 21, 2012
CD Early Withdrawal Penalty
1 day - 31 days remaining Forfeit CD principal equivalent to 7 days’ interest
More than 1 month - 6 months remaining
Forfeit CD principal equivalent to 6 months’ interest
More than 6 months - 12 months remaining
Forfeit CD principal equivalent to 9 months’ interest
More than 12 months - 24 months remaining
Forfeit CD principal equivalent to 12 months’ interest
More than 24 months - 60 months remaining
Forfeit CD principal equivalent to 24 months’ interest
More than 60 months remaining Forfeit CD principal equivalent to 36 months’ interest
IRA Participants. The early withdrawal penalties may be waived for distributions to an IRA participant who has attained age 59 ½ or over or is disabled. However, the early withdrawal penalty is not waived if the IRA participant transfers or rolls over the funds, prior to maturity, to another financial institution, or redeems the investment prior to maturity for the purpose of reissuing the investment with the Bank to obtain a higher rate of interest. Change in Ownership. We may apply early withdrawal penalties if the ownership of a Time Deposit is changed prior to the maturity of the Time Deposit.
ELECTRONIC FUNDS TRANSFER
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In compliance with the Electronic Funds Transfer Act, implemented by Regulation E, we are disclosing the following terms and conditions of the Bank’s electronic funds transfer services. These provisions apply to accounts established primarily for personal, family, or household purposes. These services include the following: • Direct Deposit of Social Security, payroll and other credits. • Preauthorized debits for payment of bills to third parties. • Transfers between a customer’s Accounts, preauthorized by
telephone, SunTrust PC Banking or Internet Banking. • Withdrawals, deposits, transfers and payments performed at an
automated teller machine (ATM). • Check Card purchases. • Payments and refunds for purchases made at a Point of Sale
(POS) terminal or authorized retailer. • One-time payment initiated by customer’s Personal Account
check, which the merchant converts to an electronic transfer at the Point-of-Sale.
• Purchases of American Express Travelers Cheques at Express
Cash Travelers Cheque® dispensers. Terms “SunTrust Banking Card” or “SunTrust Check Card” (collectively referred to as “Card”) refers to the Card issued to you by Bank to access your deposit Accounts through an ATM or for purchases over the internet or at merchant locations. SunTrust Check Cards will only be issued with Checking Accounts. “Electronic Transfer” or “Transfer” within the context of this section means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, that is initiated through the telephone, a computer or an electronic terminal, which is an automated teller machine (ATM) or POS terminal, or by a preauthorized debit or credit processed electronically for the purpose of ordering, instructing or authorizing the Bank to debit an Account. It includes all transfers resulting from SunTrust Banking Card or SunTrust Check Card transactions, including those that do not involve an electronic terminal at the time of the transaction. The term does not include balance inquiries or payments made by check, draft or similar paper instrument at an electronic terminal. “Depositor” within the context of this section means a natural person. “Card Qualifications.” You must maintain an Account to obtain a SunTrust Banking Card or Check Card. Use of the Card binds you or any other authorized person to the terms and conditions set forth in these rules and regulations.
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Primary Accounts. If you maintain multiple Checking and Savings Accounts with ATM access, one checking and one savings must be designated as “Primary Accounts.” ATM “Fast Cash” transactions, Point-of-Sale (POS) terminal transactions, SunTrust Check Card transactions, cash advances, or cash withdrawals from Checking at a non-SunTrust ATM will be posted to the Checking Account designated as Primary Account. Cash withdrawals from savings at a non-SunTrust ATM will be posted to the Savings Account designated as Primary Account. Electronic Terminal Receipts. Generally, you will get a receipt at the time a transfer is made to or from your Account using an electronic terminal. However, for certain electronic funds transfers initiated outside the boundaries of any state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico (hereafter “foreign initiated transfers”), you may not receive a receipt at the time of the transfer. Preauthorized Credits (Social Security, Payroll, etc.). If you have arranged to have direct deposits made to your Account at least once every 60 days from the same person or company, you may contact us to find out whether the transfer was made. (Refer to last page of this document for the telephone number and address of SunTrust Bank.) Preauthorized Electronic Funds Transfer. Within the context of this section, this means an electronic funds transfer authorized in advance to recur at substantially regular intervals. Joint Liability. All Depositors of the Primary Account(s) shall be jointly and severally liable for the transactions, including Credit Card withdrawals, performed through the SunTrust Banking Card or SunTrust Check Card. Periodic Statements. You will receive a Savings Account statement monthly if there are transfers in a particular month. If there are no transfers, your Savings Account statement will be sent quarterly. You will receive monthly statements on your other deposit Accounts, excluding Time Deposits. However, certain foreign initiated transfers may not be reflected on your periodic statements. For clarification or documentation of a foreign-initiated transfer, the procedures explained under “In Case of Errors or Questions About Electronic Transfers” apply and should be followed. Foreign Currency Conversion. If you used your Card to make purchases or obtain cash in another country, your Account statement will reflect the transaction in U.S. dollars although the transaction was initiated in a different country. The exchange rate between the applicable card member associations transaction currency and the billing currency used by the applicable card member associations for processing such foreign transactions is either (a) a rate selected by the applicable card member associations from the range of rates available in wholesale currency markets for the applicable transaction processing date, which rate may vary from the rate applicable card member associations itself receives or (b) the government mandated rate in effect for the applicable transaction processing date, increased by up to three percent (3%). If a credit is subsequently given for a
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transaction, it will be decreased by up to three percent (3%). If the credit has a different transaction processing date, then the exchange rate of the credit can be greater/less than that of the original transaction. The currency conversion rate on the day before the transaction processing date may differ from the rate in effect at the time of the transaction or on the date the transaction is posted on the Account. The converted amount shall be provided in U.S. Dollars. You agree to accept the converted amount in U.S. Dollars. In Case of Errors or Questions About Electronic Transfers. If you feel that any statement or receipt is wrong, or you wish to have more information about a transfer listed on a statement or receipt, contact us in writing or by telephone. (Refer to last page of this document for the telephone number and address of SunTrust Bank.) We must hear from you within 60 days after we send you the FIRST statement on which the problem or error appeared. When you contact us, 1) Tell us your name and Account number. (Do not tell us your
PIN number.) 2) Describe the error or the transfer you are unsure about, and
explain as clearly as possible why you believe it is an error or why you need more information.
3) Tell us the dollar amount and the item reference number of the suspected error.
If you notify us by telephone, we may require that you send us your complaint or question in writing within ten business days. If we ask you to put your complaint or question in writing and we do not receive it within ten business days, we may not provisionally credit your Account. We will tell you the results of our investigation within ten business days after notice of the problem and will correct any error promptly. If we need more time, however, we may take up to 90 days to investigate complaints or questions concerning POS, SunTrust Check Card merchant transactions and foreign initiated transfers, or up to 45 days to investigate all other electronic transfers. If we need this extended time to investigate, we will provisionally credit your Account within ten business days for POS transactions and foreign initiated transfers, and other electronic transfers, excluding SunTrust Check Card merchant transactions, for the amount you think is in error. For errors that occur within the first 30 days an Account is open, we will provisionally credit your Account within 20 business days and we may take up to 90 days to investigate the error. You will have the use of the money during the time it takes us to complete the investigation. We will provisionally credit your Account within five business days from the date you provide us with written confirmation of the dispute for the amount of a SunTrust Check Card merchant transaction(s) you think is in error. This five day provisional policy does not apply to ATM transactions, PIN transactions not processed by applicable card member associations, or certain commercial card transactions. Individual provisional credit amounts may be delayed or limited based on factors such as delay in reporting unauthorized use, investigation and verification of claim and account standing and history. Transaction at issue
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must be posted to your account before provisional credit may be issued. If we decide no error occurred, we will send you a written explanation within three business days after our investigation is completed. You may ask for copies of the documents we used in our investigation. We may charge a fee to your Account to recover our investigative expenses. Bank Business Days. The Bank’s business days are Monday through Friday. Saturdays, Sundays and holidays are not included, even if our offices are open. Account Information Disclosure. We will disclose information to a third party about your Account or your transfers only if you have given us written permission to do so, or when it is necessary to complete transfers, verify the existence or status of your Account to a third party such as a credit bureau or merchant, or to comply with a court order or the request of a government agency. Bank’s Liability for Failure to Make Transfers. If we fail to complete a transfer to or from your Account on time, or in the correct amount(s), according to our agreement with you, we will be liable for any losses or damages you incur. However, some instances in which we would NOT be liable for your damages or losses are: 1) If, through no fault of ours, you do not have enough money in
your Account to make the transfer. 2) If the transfer would exceed the credit limit or your available
balance on your overdraft protection account. 3) If the ATM where you make the transfer does not have
enough cash. 4) If the Express Cash Travelers Cheque® dispenser where you
make the transfer does not have enough travelers cheques. 5) If the electronic terminal was not working properly and you
knew about the breakdown when the transaction was started. 6) If the electronic terminal fails to perform the transaction due to
a mechanical malfunction beyond our control or because the Card is damaged or unreadable.
7) If you had previously reported a lost or stolen Card or
unauthorized transactions on your Account. 8) If circumstances beyond our control (such as fire or flood)
prevent the transfer, despite reasonable precautions taken. 9) If the funds are subject to legal process or other encumbrance
restricting the transfer. 10) Other possible exceptions stated in our agreement(s) with
you. Depositor’s Liability. You must tell us AT ONCE if the electronic terminal access card or code (PIN) or Preauthorized Telephone
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Funds Transfer code has been lost or stolen. Telephoning is the best way of minimizing possible losses. Failure to notify us could result in the loss of all of the money in your Account plus the maximum line of credit, if you have one. If you tell us within two business days, the loss sustained by you will be no more than $50 if someone used the Card or code without your permission. If you do NOT tell us within two business days after learning of the loss or theft of the electronic terminal access card or code, or Preauthorized Telephone Funds Transfer code, and we can prove that we could have prevented someone from using the card or code without your permission had we been notified, you could lose as much as $500. If your statement shows transfers you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed, you may lose all of the money transferred after the 60 days if we can prove that we could have prevented the loss had you told us in time. We will extend the time periods for a good reason, such as a long trip or hospital stay, which might keep you from notifying us. To Report Unauthorized Transactions or Lost or Stolen Card or Code. If you believe the electronic terminal access card or code or Preauthorized Telephone Funds Transfer code has been lost or stolen or that someone has transferred or may transfer money from your Account without permission, call us at once. To report a lost or stolen SunTrust Banking Card or SunTrust Check Card call 1-800-532-4343. Account Access. If authorized by us, you may use the electronic terminal access card to: 1) Withdraw cash from or make deposits to your Checking,
Savings or Money Market Accounts, if accessible by the Card, at ATMs.
2) Transfer funds between Accounts upon request, if accessible
by the Card, at selected ATMs. 3) Make payments or refunds for purchases from your Checking
Account, if accessible by the Card, at selected ATMs, POS terminals or authorized retailers.
4) Purchase travelers cheques from your Checking or Money
Market Accounts, if accessible by the Card, at Express Cash Travelers Cheque® dispensers.
You may use your Preauthorized Telephone Funds Transfer code to transfer funds between your Accounts by telephone upon request. Note: You may use the electronic terminal access card to make balance inquiries on your Account(s) and make payments by enclosing a check and payment coupon. However, this disclosure does NOT apply to such transactions. Disputes Regarding Quality of Goods or Services. Disputes regarding the quality of goods or services received from a
46
merchant are not considered an electronic funds transfer error or unauthorized transaction. Therefore, we may pursue such a claim on your behalf only as a courtesy. We may attempt to recover your money with the merchant’s bank, but we do not guarantee the outcome of the claim. These types of claims can take an extended period of time for a conclusion. If a recovery is made, we will credit your Account for the amount recovered. Usage Limitations. You may use the electronic terminal access card to make cash withdrawals at ATMs and to purchase travelers cheques at Express Cash Travelers Cheque® dispensers. You may use your SunTrust Check Card to pay for purchases over the internet, excluding internet gambling merchant purchases, or at merchant locations. Refer to the Bank’s fee schedule for the daily ATM withdrawal and POS purchase limits for each type of Card. For purposes of Card transactions, a day is defined as 4:00 p.m. to 4:00 p.m. Eastern time the following day. You may also use the electronic terminal access card to make payments at POS terminals. There is no daily limit on the number of ATM deposits, transfers, payments, balance inquiries or POS payments or refunds. You are limited to six preauthorized, telephone, or on-line transfers to your other SunTrust Bank accounts or to third parties from your Savings per month, or Money Market Accounts per statement period. Payments and Transfers. There may be up to a two-business day delay in processing of payments and transfers made through an ATM. Processing of ATM Transactions. ATM withdrawals are processed throughout the business day and may be posted to your Account on the business day following the date of transaction. Refunds of Purchases. Any refund for purchases made with your SunTrust Check Card will only be processed as a credit to your Account, even if the refunded transaction was funded by an overdraft protection transfer. Revocation of Card Privileges. A specific card is issued for each account type and if your Primary Account is closed, your Card will be canceled automatically. You agree not to use an expired, revoked or otherwise invalid Card. Transactions initiated with invalid Cards will be debited or credited in our discretion. You will be responsible for all ATM or Card transactions even if your Account is closed or your Card is cancelled. If necessary, you can be requested to return your Card, or it can be retained at an ATM or POS terminal. Charges for Transfers and Payments. You may be assessed a fee for certain transactions. We will not charge any special fees for preauthorized debits other than normal Bank fees for the applicable Accounts. Preauthorized debits from your Savings Account will be treated as standard withdrawals, subject to charges for excessive withdrawals made monthly; preauthorized debits from your other Accounts will be treated like checks, subject to fees applied to those types of Accounts. Refer to the
47
Bank’s fee schedule for specific fee information. ATMs owned by non-SunTrust institutions may also add a surcharge to the amount of the withdrawal or charge a fee for a balance inquiry even if the transfer or withdrawal is not completed. If you do NOT use an electronic terminal, preauthorized telephone funds transfers or preauthorized debits, the following disclosure information does not apply. Stop Payments. If you have told us in advance to make regular payments (preauthorized debits) out of your Account, payments on any of these items can be stopped. Call or write us in time for us to receive the request three business days or more before the payment is scheduled to be made. If you call, we may also require the request be confirmed in writing and received by us within 14 days after the call. (Refer to last page of this document for the telephone number and address of SunTrust Bank.) For one-time debits, you must tell us the exact amount of the payment you want stopped, as well as other identifying information that we may request. If you notify us that you want to stop a recurring debit to a particular payee or originator, we may request that you validate that your authorization to the payee or originator is no longer in effect. Charges for stop payment orders are shown in the Bank’s fee schedule. You are not permitted to place a stop payment on a Card, ATM or point-of-sale transaction or a transaction that you initiate by check, which a merchant converts to an electronic transfer at the point of sale. Failure to Stop Payment. If you order us to stop one of these preauthorized debits three business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. Notice of Varying Amounts. If these preauthorized debits vary in amount, the person being paid will notify you ten days before each payment, of the amount and date of the payment.
COMMERCIAL FUNDS TRANSFERS The following rules and regulations apply to electronic payment orders, including Automated Clearing House (ACH) credits and wire transfers, and others made by commercial depositors, which are not covered by the Electronic Fund Transfer Act as implemented by Regulation E. Provisional Payment. Upon receipt of an ACH credit, or electronic, oral or written instruction, we will give you provisional credit until we receive final settlement through a Federal Reserve Bank, funds transfer system, or otherwise receive payment. If we do not receive final settlement or payment, you agree to refund to us the amount provisionally credited to your Account and the party initiating the credit to you shall be deemed not to have paid you. Notice of Receipt of ACH Items and Wire Transfers. ACH payments and incoming wire transfers will be shown on your
48
statement; therefore, we will not give you next day notice of receipt of an ACH item or wire transfer. Inconsistency of Name and Account Number. If a funds transfer instruction for a debit from or a credit into your Account lists the name or account number of the beneficiary, the name or routing and transit number of beneficiary’s bank or any intermediary bank in an inconsistent or incorrect manner, payment may be made by relying upon the number, even if it identifies a different person or bank from the one named in the instructions received. We or any other financial institution processing payments have no duty to detect any inconsistency or mistake in the instructions. Choice of Law. Your rights and obligations concerning payments to or transfers from your Account are subject to the rules as adopted and amended from time to time by the funds transfer system used to transmit the payment. We may use any of several different funds transfer systems. The systems and their corresponding rules and regulations include, but are not limited to, the following: Automated Clearing House operating rules of NACHA, construed in accordance with and governed by the laws of the state of New York (for transactions not subject to the Electronic Fund Transfer Act); and Fedwire Federal Regulation J and applicable Federal Reserve Bank Operating Circulars.
IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS, WRITE OR CALL US AT: Attention: Fraud Assistance Center Orlando Mail Code: FL-Orlando-9118 SunTrust Bank Post Office Box 607039 Orlando, FL 32860-7039 Telephone: 1-800-447-8994
FOR ADDITIONAL INFORMATION OR FOR QUESTIONS CONCERNING YOUR ACCOUNT: Telephone: 1-800-SunTrust or 1-800-786-8787
In compliance with the Expedited Funds Availability Act, implemented by Regulation CC, SunTrust Bank’s Funds Availability Policy Disclosure provides information regarding when deposited funds will be available to you for withdrawal and the payment of checks.
Separate Deposit Required ............................... 2 “Collected” Funds Availability for
Business Accounts ................................... 2 Drawing against “uncollected” funds ................ 2 Collection of Rejected and Returned Items ....... 3 Special Processing for Certain SunTrust
Checks ...................................................... 3 Depositor’s Responsibility ......................................... 4 Business Day and Cutoff Times ................................ 4 Deposited Funds on “Hold” ....................................... 4 Deposits at Any SunTrust Banking Office ................. 4 Availability of Funds on Deposits to Your Account ... 5
Personal Accounts ............................................. 5 Business Accounts ............................................. 5
Case-by-case Holds on Business and Personal Accounts ................................................................... 5 Longer Delays May Apply ......................................... 6 Holds on Other Checks ............................................. 6 Check Card/ATM Authorized Transaction Holds ...... 7 Endorsement Standards ........................................... 7 Routing and Transit Number Location ...................... 8
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Policy
SunTrust Bank’s policy is applied according to the length of time your account has been opened, the type of account, the amount of the deposit, the item(s) deposited, and the manner in which you have handled your account. Unless indicated otherwise in this disclosure, the policy applies to the following accounts: Business and Personal Checking, Interest Checking (NOW Accounts), Money Market and Savings Accounts. It is our policy to provide you with the earliest access to your money within the guidelines of sound banking practice. Although we may delay the availability of certain funds deposited to your account, we strictly adhere to Federal Banking Regulations concerning such delays. During the delay, the funds are not available, and therefore you may not withdraw the funds. If checks are presented or withdrawals made against unavailable funds, a returned item or overdraft fee may be assessed to your account and the checks may be returned unpaid. This policy does not apply to deposited items drawn on financial institutions located outside of the United States.
Immediate Availability
Funds from the following deposits are considered collected immediately and available for withdrawal on the day we receive the deposit: Cash Deposits Wire Transfer Deposits Electronic Direct Deposits (such as Social Security benefits and payroll benefits) Next-Day Availability
Funds from the following deposited items are available for withdrawal on the first business day after the day of your deposit – these items are also referred to as next-day availability items. The checks must be payable to you and deposited to your account.
SunTrust Bank checks U.S. Treasury checks U.S Postal Money Orders Federal Reserve Bank checks Federal Reserve Home Loan Bank checks State and local government checks* Cashier’s, Certified, and Teller’s checks*
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*Separate Deposit required on these items. We cannot distinguish state and local government checks, or Cashier’s, certified or teller’s checks from other checks drawn on the same paying bank’s Routing and Transit Number that are not given next-day availability. Therefore, if you wish to receive next-day availability on these items, you must inform the teller at the time that you make the deposit. These items must be segregated from other items you are depositing and processed under a separate deposit ticket. If you mail the deposit or make the deposit through the ATM or night depository, place these items on a separate deposit ticket and check the Special Deposit box or write Special Deposit on the SunTrust Bank night depository, ATM, or mail-deposit envelope (unless instructed otherwise at the ATM). If you do not use a bank envelope for these deposits, you may include a message to us requesting next-day availability on these particular items. If you do not request next-day availability on these items, the items will be treated as local items The following Section applies to Business Accounts only.
“Collected” Funds Availability for Business Accounts
When you deposit a non-SunTrust Bank check into your account, the Bank must collect the funds from the “paying bank.” The check is sent to the Federal Reserve Bank (or another clearing bank) and the Bank receives provisional credit (pending final payment by the paying bank). The check is then presented to the paying bank. Once the presentment process is completed, the funds are deemed “collected.” Use of these funds prior to this time is considered “drawing against uncollected funds.” A per-item penalty may be assessed to your account if you draw against uncollected funds. Although a check you deposit may be considered collected by us, the paying bank may still return the check to us unpaid. To ensure there are sufficient funds in your account to cover the check amount if the deposited check is returned, we may place a “hold” on your account for the amount of the check. Refer to the following section in this disclosure for the number of days availability may be delayed when a hold is placed on the account: Availability of Funds on Deposits to Your Account. The Bank relies on the Federal Reserve Bank’s availability schedules to determine when credit for checks has been received. Checks will be considered collected and available for the payment of incoming checks or for withdrawal unless the Bank withholds the use of the deposited items by placing a hold on your account.
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The number of collection days on check deposits depends on the location of the paying bank. You may request a copy of SunTrust Bank’s check-processing availability schedule to determine when checks are considered collected. Collection of Rejected and Returned Items. The collection process is delayed or interrupted if the check rejects during processing or is returned unpaid. If you deposit a check that rejects during processing, collection of the funds may be delayed one additional business day. If a check you deposit is returned unpaid and charged back to your account, we may hold the amount of the returned check and withhold the use of the funds two business days from the date the returned check is charged back to the account. Returned checks that we automatically re-present to the paying bank on your behalf must also go through the collection process again. Therefore, use of funds equal to the amount of the check(s) re-presented may be withheld up to four business days from the date the check(s) is re-presented. Special Processing for Certain SunTrust Checks. Checks drawn on SunTrust Bank and deposited to SunTrust Bank accounts are considered collected on the day of deposit. However, there are certain checks drawn on SunTrust Bank Business Accounts that have unique Routing and Transit Numbers. These items are routed through a Federal Reserve District or Region for special processing, which results in the depositing banking office not receiving credit for the item on the day of deposit. If you deposit a check drawn on one of these unique Routing and Transit Numbers, the funds will not be collected and available for the payment of incoming checks or withdrawal until the first business day after day of deposit. SunTrust Routing and Transit Numbers that require special processing are: 0611-0079-0.
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Depositor’s Responsibility
We may make funds from deposited checks available to you before the funds are collected. You are still responsible for any deposited checks that are returned unpaid and for any other problems concerning your deposit, even if you have already withdrawn the funds from your account. Business Day and Cutoff Times The Bank determines when deposited items are considered collected or available for the payment of checks or withdrawal based on the number of business days from the day of your deposit. “Business day” does not include Federal holidays on which SunTrust banking offices are closed or any Saturday or Sunday, even if our offices are open. If you make a deposit before the SunTrust banking office’s business-day cutoff time, we will consider that day to be the day of your deposit. However, if you make a deposit after this business-day cutoff time or on a day we are not open, we will consider that the deposit was made on the next business day we are open. The business day of your deposit is indicated on the deposit receipt provided by the teller. Our earliest business-day cutoff time at a banking office is 2:00 p.m. Later business-day cutoff times may apply in certain offices or locations. Deposits at Night Depository Facilities and Automated Teller Machines (ATMs). If you make your deposit after 7:00 a.m. at a SunTrust Bank night depository or after 12:00 noon at a SunTrust Bank ATM or on a day we are not open, we will consider that the deposit was made on the next business day we are open. Deposited Funds on “Hold” We may place a “hold” on your account for the amount of a deposited check to ensure that there are sufficient funds to cover the check amount if the deposited check is returned unpaid. If we do place a hold on your deposit, you will be notified of the dates the funds will be available for the payment of checks or withdrawals. Deposits at Any SunTrust Banking Office. You may make deposits to your account at any SunTrust banking office located in Alabama, Arkansas, District of Columbia, Florida, Georgia, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia.
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Availability of Funds on Deposits to Your Account
For Personal Accounts, our policy is generally to make funds from your deposits available to you on the first business day after the day we receive your deposit. For Business Accounts, our policy is generally to make funds from your deposits available to you for the payment of checks or withdrawal based on when the Bank has received credit for the items you deposit. The Bank relies on the Federal Reserve Bank’s availability schedules to determine when checks are considered collected by us, i.e., determine when credit for checks has been received from the paying bank. For Business and Personal Accounts, funds from cash deposits, electronic direct deposit and wire transfers to your account will be available for withdrawal on the day we receive the deposit. Funds from SunTrust checks and next-day availability items will be made available for withdrawal the first business day after day of deposit. Next-day availability items include U.S. Treasury checks, U.S. Postal Money Orders, Federal Reserve Bank and Federal Home Loan Bank checks, Cashier’s, Certified, Teller’s, Federal, and State and local government checks. You must request next-day availability and use a separate deposit ticket for Cashier’s, Certified, Teller’s and local government checks.
Case-by-case Holds on Business and Personal Accounts In some cases, we will delay the availability on local checks you deposit to your account. The first $200 of each day’s total deposits of those checks, which do not qualify for next-day availability, will be available on the first business day after the day of the deposit. Remaining funds will be available as follows.
Description of Deposit Available for Withdrawal Local Checks Up to $400 of the total deposits available
for withdrawal in cash at 5:00 p.m. on second business day after day of deposit. Remaining funds available on the evening of second business day to pay checks; available for withdrawal on third business day after day of deposit.
If the day on which you would receive the additional $400 is the same day for two or more deposits, you will receive a maximum of $400 on that day. We will notify you if we are going to delay the availability of the deposited items and tell you when the funds will be available. If your deposit is not made directly to one of our employees, or if we decide to take this action after you have left the premises, we will mail you a notice of hold no later than the first business day after we receive your deposit. If you will need the funds from a deposit right away, you
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should ask us when the funds will be available. Longer Delays May Apply Funds you deposit by check may be delayed for a longer period of time under the following circumstances: We believe a check you deposit will not be paid. You deposit checks totaling more than $5,000 on any
one day. You redeposit a check that has been returned unpaid. You have overdrawn your account repeatedly in the last
six months. There is an emergency such as failure of
communications or computer equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit. During the delay, the funds are unavailable, and therefore you may not withdraw the funds. If checks are presented or withdrawals made against unavailable funds, a per-item penalty may be assessed to your account and the checks may be returned unpaid. We may refuse to accept a check for deposit if we believe the check is not collectible. In this case, you may present the check for payment directly to the paying bank or you may request us to send the item to the paying bank for collection in your name. Holds on Other Checks If we cash a check for you that is drawn on another bank, we may withhold the availability of that amount of funds already in your account. Those funds will be available for withdrawal at the time funds from the check we cashed would have been made available if you had deposited it. If we accept for deposit a check that is drawn on another bank, we may make funds from that deposit available for withdrawal immediately but delay your availability to withdraw a like amount of funds that you already have on deposit in another account with us. The funds in the other account will be available for withdrawal at the time funds from the check you deposited would have been made available, if we had placed a hold on the deposited check.
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Check Card/ATM Authorized Transaction Holds If we cash a check for you that is drawn on another bank, we may withhold the availability of that amount of funds already in your account. Those funds will be available for withdrawal at the time funds from the check we cashed would have been made available if you had deposited it. If we accept for deposit a check that is drawn on another bank, we may make funds from that deposit available for withdrawal immediately but delay your availability to withdraw a like amount of funds that you already have on deposit in another account with us. The funds in the other account will be available for withdrawal at the time funds from the check you deposited would have been made available, if we had placed a hold on the deposited check. Endorsement Standards
Checks should be endorsed only within the area indicated as “Customer Endorsement.” This area is limited to 1.5” from the trailing edge. The other areas are reserved for bank endorsements. Failure to restrict your endorsement to the indicated area may result in losses to you because of delayed or misrouted items. SunTrust Bank will not be liable for losses resulting from a delay in return or misrouting of deposited items caused by unreadable endorsements due to other material or markings placed in the “Depository Bank Endorsement” or “Subsequent Bank Endorsement” areas. SunTrust Bank reserves the right to charge these losses back to your account. Identification information on the maker of the check should be indicated on the front of the check to avoid interference with the endorsement area.
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The following sample check illustrates endorsement locations.
Routing and Transit Number Location The following samples of checks illustrate where a bank’s Routing and Transit Number is located.
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10
11
12
13
Member FDIC. 2011, SunTrust Banks, Inc. SunTrust is a federally registered service mark of SunTrust Banks, Inc.
313313 (11/11)
101341 (01/13) Page 1 of 4
SunTrust Corporate Forms
Funds Transfer Agreement
This SunTrust Funds Transfer Agreement, the terms and
conditions of which are set forth below, shall govern all
funds transfers between Bank and Client.
1. Definitions. The following are defined terms:
Account means the account(s) designated by Client on
its Schedule A to this Agreement (as superseded from time
to time by Client as provided herein) to be used as the
source of payment for Payment Orders.
Authorized Sender means a person designated by
Client on its Schedule A to this Agreement (as superseded
from time to time by Client as provided herein), authorized to
submit and/or verify Payment Orders and Instructions to
Bank.
Bank means the SunTrust Bank(s) where the Account
is maintained, its/their successors and assigns.
Confirmation means any notice (oral, written,
electronic, or otherwise) informing Client of the date and
amount of each Transfer to or from an Account.
Client means the individual who or entity which signed
Schedule A to this Agreement.
Instructions means the Transfer related directions
given by an Authorized Sender to Bank, including
amendments or cancellations of Payment Orders.
Payment Order means a request (oral, written, or
electronic) from an Authorized Sender directing Bank to
initiate a Transfer from an Account. International Payment
Order means a Payment Order in which the beneficiary’s
bank is located outside of the United States.
PIN means the personal identification number assigned
by Bank to each Authorized Sender.
Repetitive Transfers mean Transfers initiated by
Payment Orders in which the debit and beneficiary
information designated by Client on its Schedule B to this
Agreement (as amended from time to time by Client)
remains constant, but the date and dollar amount vary.
Standing Order Transfers mean Transfers made as
ordered by Client on its Schedule D to this Agreement (as
amended from time to time by Client) in which the debit and
beneficiary information remain constant, but the date and
dollar amount may vary.
Statement means Client’s periodic Account statement.
Transfer means a transfer of funds by Fedwire, SWIFT,
telex, computer terminal, electronic, or other means,
including Repetitive Transfers and Standing Order
Transfers, but excluding transfers made through the ACH
system, as defined by the operating rules of the National
Automated Clearing House Association.
Test Key means a method for detecting errors in the
amount of a Payment Order through codes, mathematical
equations, identifying words, or numbers.
2. Authorized Sender.
Authorized Senders may provide Payment Orders and
Instructions to Bank with respect to any authorized Account.
If Client desires to revoke or modify the authority of any
Authorized Sender or add additional Authorized Senders,
Client shall execute and deliver to Bank a new Schedule A
which shall supersede its prior Schedule A and revoke all
prior authorizations. In addition to listing new Authorized
Senders, any subsequent Schedule A must list all
Authorized Senders designated on its prior Schedule A
and state whether or not there is any revocation or
change of authority for each previously listed
Authorized Sender. Bank shall have no liability for any loss
arising from Client’s failure to provide information revoking
or changing an Authorized Sender’s authority in the manner
stated above. Any new Schedule A shall not be effective
until accepted by Bank and Bank has had a reasonable time
to act upon it.
3. Client Signature
A duplicate or copy of any signed wire schedule
delivered to us through facsimile or e-mail attachment shall
be as effective and enforceable as an original manually
signed agreement. A digital, electronic or photo static image
of any such signed document maintained in the SunTrust
record retention system shall be as effective and
enforceable as an original manually signed agreement.
Client consents to the use of electronic records and signatures with respect to Client’s use of any SunTrust Funds Transfer Schedule.
4. Form of Instructions.
Bank may act upon Payment Orders or Instructions.
Any Payment Order or Instruction which does not comply
with Bank's procedures or which exceeds the available
balance of the funds on deposit in an Account may be
canceled from Bank's wire system without notice to Client or
liability to Bank.
Special Instructions. Client may elect to authorize
Repetitive Transfers on its Schedule B and Standing Order
Transfers on its Schedule D to this Agreement. Bank's
assignment, if any, of a repetitive code for Repetitive
Transfers is not a security procedure and will not be used as
such.
Electronic Instructions. If Bank accepts Client's election
to initiate Payment Orders and Instructions from Client's
electronic access system, Client shall be responsible for the
security and confidentiality of Client's system and for the
accuracy and completeness of any data received by Bank.
Bank will not verify any electronically initiated Transfer.
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SunTrust Corporate Forms
5. Confirmations and Duty to Report Errors.
The date and amount of each Transfer are described on
the applicable Statement. Subject to the charges referenced
in Paragraph 12, herein, Bank may also deliver
Confirmations to Client at the address, telephone/facsimile
number or other communications system specified by Client.
Client may elect on its Schedule E to this Agreement, to
receive facsimile Confirmations. A Client initiating Transfers
from its electronic access system may receive on-line
Confirmation of each Transfer. Bank will not deliver next day
notice of receipt of incoming Transfers. Client shall examine
upon receipt, but in no event later than 30 days after receipt,
any Statement or Confirmation (whichever first occurs) and
notify Bank of errors, if any. Failure to notify Bank of any
error within such 30 day time period shall relieve Bank of all
liability for the Transfers reflected in such Statement or
Confirmation.
6. Amendment or Cancellation of Payment Orders.
Any Instruction canceling or amending a Payment Order
is not effective unless Bank has received such Instruction at
a time and in a manner affording Bank a reasonable
opportunity to act before making the Transfer. If an
Authorized Sender requests that Bank attempt to recover
transferred funds, Client may be required to deposit funds
with Bank or provide other payment assurances that are
satisfactory to Bank to cover the cost, expense, charges,
and/or attorneys' fees incurred by Bank in its recovery
attempt. Bank's attempt to recover funds shall not be an
acceptance of responsibility for the completed Transfer.
Bank does not guarantee the recovery of all or any part of a
Transfer.
7. Deadlines.
Bank shall establish deadlines for the receipt of
Payment Orders and Instructions, including cancellations
and amendments. Payment Orders and Instructions
received after the deadline shall be treated as received on
the next business day. Bank may, in its sole discretion,
execute Payment Orders received after the deadline on that
same business day only as an accommodation to Client.
8. Security Procedures.
Acknowledgment and Amendment. Client
acknowledges that the Bank's security procedures are
commercially reasonable. Bank reserves the right to change
the security procedures from time to time.
PINs. Bank shall assign a PIN to each Authorized
Sender which must be used each time an Authorized
Sender makes or verifies Transfers or provides Instructions.
Client shall be responsible for maintaining the confidentiality
of the PINs and shall promptly report any breach of
confidentiality to Bank.
Verification. Bank may, in its sole discretion, verify or
authenticate any Payment Order or Instruction by contacting
Client by telephone or by any other means deemed
reasonable by Bank, but Bank is under no obligation to do
so. If Bank is unable to verify or authenticate a Payment
Order or Instruction, it is within the Bank's sole discretion to
either effect or refuse such Payment Order or Instruction.
Bank will not verify any Transfer initiated electronically.
Test Key. Bank may upon Client's written request,
provide a Test Key for detecting errors in the amount of a
Payment Order. If Client elects to use a Test Key, any
Payment Order which passes the Test Key shall be deemed
correct as to amount. Bank and Client acknowledge that no
other error detection procedure for dollar amount verification
has been established.
9. Recording.
Client consents to Bank recording telephone calls,
including, without limitation, Payment Orders and
Instructions. Client assumes the responsibility for obtaining
the consent of the Authorized Senders for these recordings.
The recordings made shall be conclusive confirmation of
Payment Orders and Instructions. Client acknowledges that
not all calls will be recorded.
10. International Transactions.
International Payment Orders. If Bank receives a U.S.
Dollar-denominated International Payment Order, then
(except as provided in the next sentence) Client hereby
instructs Bank to either:
(a) convert the amount of such International Payment
Order into the currency (the “Conversion Currency”) of the
country in which the beneficiary’s bank is located (at Bank’s
sale rate for the Conversion Currency in effect on the date
Bank executes such International Payment Order), execute
such International Payment Order by issuing a payment
order for the corresponding amount of the Conversion
Currency and forward to the beneficiary’s bank the relevant
currency conversion data; or
(b) execute such International Payment Order by
issuing a U.S. Dollar-denominated payment order in the
amount of such International Payment Order to an
intermediary bank and instruct such intermediary bank to
convert the amount of such payment order into the
Conversion Currency (at such intermediary bank’s sale rate
for the Conversion Currency in effect on the date such
intermediary bank executes such payment order).
Bank will not convert (or instruct an intermediary bank
to convert) a U.S. Dollar-denominated International Payment
Order into the Conversion Currency if (1) such International
Payment Order specifies an intermediary bank, (2) the
amount of such International Payment Order exceeds an
amount (the “Conversion Cap”) specified by Bank and in
effect on the date it executes such International Payment
Order, (3) the Conversion Currency is not a currency (an
“Eligible Currency”) specified by Bank as one into which it
will convert U.S. Dollar-denominated International Payment
Orders on the date Bank executes such International
Payment Order, (4) Client gives an Instruction (a “No-
Conversion Instruction”) along with such International
Payment Order that it is not to be converted into the
Conversion Currency or (5) such International Payment
Order is subject to an opt out election for automatic currency
101341 (01/13) Page 3 of 4
SunTrust Corporate Forms
conversion as reflected on a Schedule H to this Agreement
(if any) that is in effect on the date Bank executes such
International Payment Order.
Bank’s experience is that a very high percentage of
U.S. Dollar-denominated International Payment Orders are
converted into the Conversion Currency by the beneficiary’s
bank before being made available to the beneficiary. Bank
believes the conversion of U.S. Dollar-denominated
International Payment Orders into the Conversion Currency
before they are executed by Bank may offer several benefits
to Client and/or the beneficiary, including earlier conversion,
better exchange rates and expedited availability of funds.
However, Client is solely responsible for determining if the
conversion of a U.S. Dollar-denominated International
Payment Order into the Conversion Currency is consistent
with Client’s contractual and other obligations to the
beneficiary. If such conversion is not consistent with those
obligations, Client should give Bank a No-Conversion
Instruction along with the International Payment Order.
Moreover, if Bank receives a demand from the beneficiary or
the beneficiary’s bank for reimbursement of sums relating to
the conversion of a U.S. Dollar-denominated International
Payment Order, Bank will seek an Instruction from Client as
to whether Bank should remit those sums to the
beneficiary’s bank (in which event, they will be charged to
the Account).
Information regarding the current Conversion Cap and
Eligible Currencies may be obtained by contacting Bank. In
that regard, Bank may determine the Eligible Currencies
without regard to whether it trades those currencies
generally. If Client desires to ensure that Bank executes an
International Payment Order in a currency other than U.S.
Dollars, then Client should denominate that International
Payment Order in the desired currency.
If Bank receives an International Payment Order that is
denominated in a currency other than U.S. Dollars, Bank will
convert the funds from the Account into the requested
currency (at Bank’s sale rate for that currency in effect on
the date Bank executes such International Payment Order).
Any returned funds will be converted by Bank into U.S.
Dollars at Bank's then current buy rate for that currency on
the day of return. Bank shall not be liable for any resulting
exchange losses. If, as a result of the exchange rate,
excess funds have been remitted, such funds will be
returned to the Account less the exchange costs.
Client hereby instructs Bank that it may (a) obtain
payment of its charges for services and expenses in
connection with the execution of an International Payment
Order by issuing a payment order in an amount equal to the
amount of that International Payment Order less the amount
of the charges and (b) instruct any subsequent receiving
bank to obtain payment of its charges in the same manner.
11. Name and Account Number Inconsistency.
Client shall ensure the accuracy of its Payment Orders
and Instructions. If a Payment Order inconsistently
describes the beneficiary, beneficiary's bank, or intermediary
bank by name and number, payment might be made by the
intermediary or beneficiary's bank on the basis of the
number even if the number identifies a person or bank other
than the named beneficiary or bank. Client shall be
responsible for any loss associated with such inconsistency.
12. Liability.
Duty of Reasonable Care. Bank shall exercise good
faith and reasonable care in performing the services
provided for in this Agreement. Client shall exercise good
faith and reasonable care in observing and maintaining
security procedures, in communicating Payment Orders and
Instructions to Bank and in reviewing Statements and
Confirmations for errors.
Limitation of Liability. Bank shall only be liable as
provided by applicable law for any error or delay and shall
have no liability for not effecting a Transfer if: (a) Bank
receives actual notice or has reason to believe that Client
has filed or commenced a petition or proceeding for relief
under any bankruptcy, insolvency, or similar law; (b) the
ownership of the funds to be transferred or the Authorized
Sender's authority to do so are in question;
(c) Bank suspects a breach of the security procedures; (d)
Bank suspects that the Account has been used for illegal or
fraudulent purposes; (e) Bank attempts to verify a Payment
Order and is unable to do so; (f) Client does not have
available funds to effect the Transfer; (g) Bank reasonably
believes that a Transfer is prohibited by federal law or
regulation, including, but not limited to, those promulgated
by the Office of Foreign Assets Control/Department of the
Treasury; or (h) otherwise so provided in this Agreement.
Client will hold Bank harmless: (w) if Bank acts in
accordance with Payment Orders and Instructions,
including, but not limited to, amendments or cancellations;
(x) if Bank attempts to recover funds upon the request of an
Authorized Sender; (y) for any loss resulting from the
unauthorized access to or use of PINs; or (z) for any matters
referenced in this Agreement for which Client has
responsibility.
Any damages or other compensation due Client
resulting from Bank's negligence shall be limited to interest
on the funds at issue at the federal funds rate paid by Bank
at the close of business on each day the error or delay
remains uncorrected; provided, however, if Bank is unable to
recover the funds from the transferee who has no claim to
all or any portion of the funds erroneously transferred as a
result of the Bank's negligence, Bank shall be liable for
Client's actual loss, not to exceed the amount of funds which
Bank is unable to recover, plus interest at the rate described
above. Bank shall not be responsible for any loss, damage,
liability, or claim, arising directly or indirectly, from any error,
delay, or failure to perform any of its obligations hereunder
which is caused by fire, natural disaster, strike, civil unrest,
any inoperable communications facilities, or any other
circumstance beyond the reasonable control of the Bank. In
no event shall Bank be liable to Client for indirect,
consequential, special, punitive, or exemplary damages.
101341 (01/13) Page 4 of 4
SunTrust Corporate Forms
13. Fees.
Client shall pay all fees and charges which Bank may,
from time to time, impose for the performance of services
provided in this Agreement. In addition, Client shall
reimburse Bank for all out-of-pocket expenses incurred by
Bank in effecting Payment Orders and Instructions, including
cancellations, amendments and attempted recoveries.
r e g i s t e r e d s e r v i c e m a r k o f S u n T r u s t B a n k s , I n c
File Specifications
NACHA – Consumer Debits and Credits
This document contains file specification information for a NACHA Consumer Debits and Credits file. The information contained in this document is to be used to build the file(s) necessary for transmitting information electronically to SunTrust. Contents The file specifications outlined in this document include: • File Header Record • Company/Batch Header Record • Entry Detail Record • Company/Batch Control Record • File Control Record Contact Information If you are currently establishing your ACH services and have questions regarding the information outlined in this document, please contact your Treasury Management Implementation Project Manager. If you are an existing ACH client and you have questions, please contact ACH Support Services: ACH Support Services 800.221.9792 Hours of Operation: 7:00 a.m. – 6:00 p.m. ET
2
File Header Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 1
2 02-03 Priority Code 2 01
3 04-13 Immediate Destination 10 Numeric b061000104; Position 4 is blank
4 14-23 Immediate Origin 10 Numeric bNNNNNNNNN; Position 14 is blank, then the company's tax ID number
5 24-29 File Creation Date 6 YYMMDD Must be in YYMMDD format
6 30-33 File Creation Time 4 HHMM Must be in HHMM format
7 34-34 Field ID Modifier 1 Alphanumeric Must be uppercase A-Z or 0-9. Use a higher letter or number for subsequent files in one day
8 35-37 Record Size 3 094
9 38-39 Blocking Factor 2 10
10 40-40 Format Code 1 1
11 41-63 Immediate Destination Name 23 Alphanumeric SunTrust Bank; Must be uppercase A-Z or 0-9.
12 64-86 Immediate Origin Name 23 Alphanumeric Your company name Must be uppercase A-Z or 0-9.
13 87-94 Reference Code 8 Alphanumeric For your company's use Must be uppercase A-Z or 0-9.
3
Batch Header Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 5
2 02-04 Service Class Code 3 200 – Both credit and debit 220 – Credit only 225 – Debit only
3 05-20 Company Name 16 Alphanumeric
Your company's name; the information in this field will appear on the bank statement of the receiver of the transaction.
4 21-40 Company Discretionary Data 20 Alphanumeric Optional field for company use
5 41-50 Company ID 10 Alphanumeric For multiple batches settling to different accounts, call your Treasury Management Implementation Project Manager (or ACH Support Services) for appropriate numbers.
6 51-53 Standard Entry Class Code 3 Alphanumeric PPD; for other applications, see ACH Rules Book.
7 54-63 Company Entry Description 10 Alphanumeric
Example: Payroll; the information in this field will appear on the bank statement of the receiver of the transaction.
8 64-69 Company Descriptive Date 6 Alphanumeric Example: Jan 00 or Jan 25
9 70-75 Effective Entry Date 6 YYMMDD Desired settlement date
10 76-78 Settlement Date (Julian) 3 Leave blank; Julian date: to be inserted by ACH Operator only.
11 79-79 Originator Status Code 1 1
12 80-87 Originating DFI ID 8 Numeric 06100010
13 88-94 Batch Number 7 Numeric Should start with 0000001 and increment by 1 for next batch.
4
Entry Detail Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 6
2 02-03 Transaction Code 2
Refer to transaction code definitions in the ACH Rules Book. Example: CR DR 22 27 if DDA
account 23 28 if DDA
prenote 32 37 if SAV
account 33 38 if SAV
prenote
3 04-11 Receiving DFI Identification 8 Numeric TTTTAAAA Must be a valid receiving bank ABA number
4 12-12 Check Digit 1 Numeric Check digit of previous Receiving ABA Number
5 13-29 DFI Account Number 17 Alphanumeric Must be left justified, blank filled. The receiver's bank account number.
6 30-39 Amount 10 Numeric $$$$$$$$¢¢ Must be right justified and zero filled, no signs.
7 40-54 Individual ID Number 15 Alphanumeric
Optional (Required for Online Treasury Manager ACH Recipient Import) *We strongly discourage the use of employee SSN in this field.
8 55-76 Individual Name 22 Alphanumeric Name of Receiver
9 77-78 Discretionary Data 2 Alphanumeric Optional - for company's use
10 79-79 Addenda Record Indicator 1 Numeric 0 (or 1) Use "1" if including an addenda record with this entry detail.
11 80-94 Trace Number 15 Numeric Unique number within each file.
5
Batch Control Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 8
2 02-04 Service Class Code 3 200
3 05-10 Entry/Addenda Count 6 Numeric Must equal the number of entry detail and addenda records within the batch.
4 11-20 Entry Hash 10 Numeric The sum of positions 4-11 of all entry detail records in the batch.
5
21-32
Total Debit Entry Dollar Amount
12
Numeric
Must equal the total debit dollar amount in the batch. Format: $$$$$$$$$$¢¢; zero filled and right justified
6 33-44 Total Credit Entry Dollar Amount 12 Numeric
Must equal the total credit dollar amount in the batch. Format: $$$$$$$$$$¢¢; zero filled and right justified
7 45-54 Company ID 10 Alphanumeric Must match positions 41-50 in the batch header (5) record.
8 55-73 Reserved 19 Leave blank
9 74-79 Reserved 6 Leave blank
10 80-87 Originating DFI Identification 8 Numeric Must match positions 80-87 in the batch header (5) record.
11 88-94 Batch Number 7 Numeric Same as positions 88-94 in the batch header (5) record.
File Control Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 9
2 02-07 Batch Count 6 Numeric Must be equal to the number of batches in the file.
3 08-13 Block Count 6 Numeric
Must be equal to the number of blocks in the file. Compute by dividing the total number of records in the file by 10 and round up to the nearest whole number.
4 14-21 Entry/Addenda Count 8 Numeric Must equal the number of entry detail and addenda records within the file.
5 22-31 Entry Hash 10 Numeric The sum of positions 4-11 of all entry detail records in the file.
6 32-43 Total Debit Entry Dollar Amount in File 12 Numeric
Must equal the total debit dollar amount in the file. Format: $$$$$$$$$$¢¢; zero filled and right justified
7 44-55 Total Credit Entry Dollar Amount in File 12 Numeric
Must equal the total credit dollar amount in the file. Format: $$$$$$$$$$¢¢; zero filled and right justified
8 56-94 Reserved 39 Leave blank
File Specifications
NACHA – Corporate Debits and Credits
This document contains file specification information for a NACHA Corporate Debits and Credits file. The information contained in this document is to be used to build the file(s) necessary for transmitting information electronically to SunTrust. Contents The file specifications outlined in this document include: • File Header Record • Company/Batch Header Record • Entry Detail Record • Company/Batch Control Record • File Control Record • Addenda Record Contact Information If you are currently establishing your ACH services and have questions regarding the information outlined in this document, please contact your Treasury Management Implementation Project Manager. If you are an existing ACH client and you have questions, please contact ACH Support Services: ACH Support Services 800.221.9792 Hours of Operation: 7:00 a.m. – 6:00 p.m. ET
2
File Header Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 1
2 02-03 Priority Code 2 01
3 04-13 Immediate Destination 10 Numeric b061000104 Position 4 is blank
4 14-23 Immediate Origin 10 Numeric bNNNNNNNNN Position 14 is blank, then the company's tax ID number
5 24-29 File Creation Date 6 YYMMDD Must be in YYMMDD format
6 30-33 File Creation Time 4 HHMM Must be in HHMM format
7 34-34 Field ID Modifier 1 Alphanumeric Must be uppercase A-Z or 0-9. Use a higher letter or number for subsequent files in one day
8 35-37 Record Size 3 094
9 38-39 Blocking Factor 2 10
10 40-40 Format Code 1 1
11 41-63 Immediate Destination Name 23 Alphanumeric SunTrust Bank; Must be uppercase A-Z or 0-9
12 64-86 Immediate Origin Name 23 Alphanumeric Your company name; Must be uppercase A-Z or 0-9
13 87-94 Reference Code 8 Alphanumeric For your company's use; Must be uppercase A-Z or 0-9
3
Batch Header Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 5
2 02-04 Service Class Code 3 200 – Both credit and debit 220 – Credit only 225 – Debit only
3 05-20 Company Name 16 Alphanumeric
Your company’s name The information in this field will appear on the bank statement of the receiver of the transaction.
4 21-40 Company Discretionary Data 20 Alphanumeric Optional field for company use
5 41-50 Company ID 10 Alphanumeric
For multiple batches settling to different accounts, call your Treasury Management Implementation Project Manager (or ACH Support Services) for appropriate numbers.
6 51-53 Standard Entry Class Code 3 Alphanumeric CCD For other applications, see ACH Rules Book.
7 54-63 Company Entry Description 10 Alphanumeric
Example: Trade Pay The information in this field will appear on the bank statement of the receiver of the transaction.
8 64-69 Company Descriptive Date 6 Alphanumeric Example: Jan 00 or Jan 25
9 70-75 Effective Entry Date 6 YYMMDD Desired settlement date
10 76-78 Settlement Date (Julian) 3 Leave blank Julian date: to be inserted by ACH Operator only.
11 79-79 Originator Status Code 1 1
12 80-87 Originating DFI ID 8 Numeric 06100010
13 88-94 Batch Number 7 Numeric Should start with 0000001 and increment by 1 for next batch.
4
Entry Detail Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 6
2 02-03 Transaction Code 2 Numeric
Refer to transaction code definitions in the ACH Rules book. Example: Cr Dr 22 27 if DDA account 23 28 if DDA prenote
3 04-11 Receiving DFI Identification 8 TTTTAAAA TTTTAAAA Must be a valid receiving bank ABA number
4 12-12 Check Digit 1 Numeric Check digit of previous Receiving ABA Number
5 13-29 DFI Account Number 17 Alphanumeric Must be left justified, blank filled. The receiver's bank account number.
6 30-39 Amount 10 $$$$$$$$¢¢ Must be right justified and zero filled, no signs.
7 40-54 Identification Number 15 Alphanumeric Optional (Required for Online Treasury Manager ACH Recipient Import)
8 55-76 Receiving Company Name 22 Alphanumeric Name of Receiver
9 77-78 Discretionary Data 2 Alphanumeric Optional - for company's use
10 79-79 Addenda Record Indicator 1 Numeric 0 (or 1) Use "1" if including an addenda record with this entry detail.
11 80-94 Trace Number 15 Numeric Unique number within each file.
5
Batch Control Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 8
2 02-04 Service Class Code 3 200
3 05-10 Entry/Addenda Count 6 Numeric Must equal the number of entry detail and addenda records within the batch.
4 11-20 Entry Hash 10 Numeric The sum of positions 4-11 of all entry detail records in the batch.
5 21-32 Total Debit Entry Dollar Amount
12 Numeric Must equal the total debit dollar amount in the batch. Format: $$$$$$$$$$¢¢; zero filled and right justified
6 33-44 Total Credit Entry Dollar Amount 12 Numeric
Must equal the total credit dollar amount in the batch. Format: $$$$$$$$$$¢¢; zero filled and right justified
7 45-54 Company ID 10 Alphanumeric Must match positions 41-50 in the batch header (5) record.
8 55-73 Reserved 19 Leave blank
9 74-79 Reserved 6 Leave blank
10 80-87 Originating DFI Identification 8 Numeric Must match positions 80-87 in the batch header (5) record.
11 88-94 Batch Number 7 Numeric Same as positions 88-94 in the batch header (5) record.
6
File Control Record Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 9
2 02-07 Batch Count 6 Numeric Must be equal to the number of batches in the file.
3 08-13 Block Count 6 Numeric
Must be equal to the number of blocks in the file. Compute by dividing the total number of records in the file by 10 and round up to the nearest whole number.
4 14-21 Entry/Addenda Count 8 Numeric Must equal the number of entry detail and addenda records within the file.
5 22-31 Entry Hash 10 Numeric The sum of positions 4-11 of all entry detail records in the file.
6 32-43 Total Debit Entry Dollar Amount in File 12 Numeric
Must equal the total debit dollar amount in the file. Format: $$$$$$$$$$¢¢; zero filled and right justified
7 44-55 Total Credit Entry Dollar Amount in File 12 Numeric
Must equal the total credit dollar amount in the file. Format: $$$$$$$$$$¢¢; zero filled and right justified
Addenda Record* Field Position Description Length Type Comments/Contents
1 01-01 Record Type Code 1 ‘7’
2 02-03 Addenda Type Code 2 ‘05’
3 04-83 Payment Related Information 80 Alphanumeric Optional
4 84-87 Addenda Sequence Number 4 Numeric
5 88-94 Entry Detail Sequence Number 7 Numeric
* Addenda records for CTX transactions must conform to NACHA standards and should include a valid ANSI ASC X12 EDI 820. For additional information on formatting EDI 820 files, please refer to the SunTrust standard EDI file specifications.
File Specifications
Account Reconciliation Program - Input
This document contains file specification information for an Account Reconciliation Program (ARP) file. The information
contained in this document is to be used to build the file(s) necessary for transmitting ARP information electronically
to SunTrust.
A test file must be submitted to SunTrust for validation of both content and specification layouts. SunTrust will
require a set of email addresses in order to setup our Issue File Acknowledgement (IFA) process. Once in production,
SunTrust will send to you an acknowledgement of each of the issue files you send to SunTrust by sending your
authorized representative(s) an email containing the total number of items and dollars in the file received. The email
will provide a telephone number to call for more information if there are concerns regarding a file, file totals, or if any
errors are identified in the file.
The file specification details below are our standard format, however if your internal reconciliation system is in
another format, SunTrust can discuss other formats. If your file format does require new programming on SunTrust’s
part, then additional charges may apply. Depending on the complexity of the file format, you could also explore using
a third party vendor which can provide a separate software package with the ability to produce the necessary file
conversions.
The recommended methodology for deciding to submit a stop payment or a cancel/void is as follows: 1) If you have a
check which needs to be destroyed due to any reason and has not been issued to any outside party, then submit a
cancel/void record. Void records may be included in the file or submitted through Online Treasury Manager. 2) If you
have a check which has been issued to an outside party and needs to be destroyed, then issue a stop. Stops should be
submitted through Online Treasury Manager and cannot be included in the file. It is very important to understand that
if you submit a stop record on the same day that your outside party enters a Branch to cash the check, that transaction
could process through without any indication of the stop record being submitted.
It is possible to combine multiple accounts onto one input file. The file specs below will be used for both single and
multiple transmissions.
Contents
The file specifications outlined in this document include:
Issue Items
Payee Name Verification
Contact Information
If you are currently establishing your ARP services and have questions regarding the information outlined in this document, please contact your Treasury Management Implementation Project Manager. If you are an existing ARP client and you have questions, please contact Treasury Management Client Services for your state:
Hours of Operation: 8:00 a.m. – 6:00 p.m. ET
Florida and Tennessee 866.448.6394
All other states 866.448.6392
2
Issue/Cancel (Voided) Items
Field Position Description Length Type Comments/Contents
1 01-13 Account Number 13 Numeric Required Field; right justified, leading zeros
2 14-23 Serial Number 10 Numeric Required Field; right justified, leading zeros
3 24-33 Check Amount 10 Numeric
Required Field; right justified, leading zeros Has two assumed decimal positions. Commas and decimal points are not allowed in this field.
4 34-39 Check Issue Date 6 Numeric Required Field Format: MMDDYY
5 40-54 Additional Data 15 Alphanumeric Alphanumeric data, used for internal identification information (optional)
6 55 Void Indicator 1 Alphanumeric
Required Field Void indicator will contain the letter "V" to indicate a void check
7 56-95 Payee Name (first 40 characters)
40 Alphanumeric
Left justified, space fill First line of Payee Name – for Positive Pay with Payee Name Verification Only
8 96-135 Payee Name (second 40 characters)
40 Alphanumeric
Left justified, space fill Second line of Payee Name – for Positive Pay with Payee Name Verification Only
9 136-160 Filler 25 Alphanumeric Spaces
Data should be Character, not Packed. (All fields are in display format.) Record Size: 160 Characters Block Size: 800
3
Payee Name Verification Requirements
This document contains file specification information for Payee Name Verification (PNV) processing. This is an optional
service on top of the Positive Pay solution. If you decide not to use this service, please leave the Payee Name
Verification fields blank.
Contents
The file specifications outlined in this document include:
Payee Name Formatting
Payee Name Guidelines
Check Example 1
Check Example 2
Contact Information
If you are currently establishing your PNV functionality and have questions regarding the information outlined in this document, please contact your Treasury Management Implementation Project Manager. If you are an existing PNV client and you have questions, please contact: Treasury Management Client Services
866.448.6392 Hours of Operation: 8:00 a.m. – 6:00 p.m. ET
4
Payee Name Formatting If the payee name is 40 characters or less, it is typically contained in field number 7 on the input file. For payee names that exceed 40 characters, characters 40-80 must be contained in field 8. Further, all 40 spaces of field 7 in the issue record do not have to be populated before using field 8. It is irrelevant as to whether the payee name is wrapped to line 2 on the physical check. Please refer to the next page for detailed examples. The following examples are acceptable inputs: Option 1:
1234567890123456789012345678901234567890 Field 7 = JANE DOE AND JOHN SMITH
Field 7 = JANE DOE 1234567890123456789012345678901234567890
Field 8 = AND JOHN SMITH If the payee name exceeds 40 (forty) characters, Field 8 is necessary to complete the full payee name. Option 1: Wrap to Field 8 in the middle of the word.
1234567890123456789012345678901234567890
Field 7 = LINDA’S PROFESSIONAL RESTAURANT AND SUPP 1234567890123456789012345678901234567890
Field 8 = LY CO.
Option 2: Begin the new word in Field 8 without filling all 40 characters in Field 7.
1234567890123456789012345678901234567890 Field 7 = LINDA’S PROFESSIONAL RESTAURANT AND
1234567890123456789012345678901234567890 Field 8 = SUPPLY CO.
Please note that you may print the full payee names of “JANE DOE AND JOHN SMITH” or “LINDA’S PROFESSIONAL RESTAURANT AND SUPPLY CO.” on either a single or two separate lines on the check, one directly underneath the other, as long as it meets the guidelines for proper placement of payee name on checks. These guidelines have been provided to you separately.
5
Payee Name Guidelines
Check Stock – standard ANSI for business checks with 24lb MICR bond. All check stock should be tested by SunTrust’s MICR Quality Unit. Any artwork, logo or design on the check that could hinder capturing a high quality image, should not be utilized, particularly if the design may interfere with a successful reading of the payee name information on the image. If art work is translucent or opaque and does not hinder capturing a quality image, it should be acceptable for payee name processing.
Quality – Use black ink only.
Font – Any of the standard fonts with a point size of approximately 14 are acceptable, however, experience has proven that Arial font has high read rates and is preferred for Payee Name processing. Other acceptable fonts include: Times New Roman, Courier, Veranda, Univers, Tahoma, Albertus, Batang, Bookman and Zurich.
Handwritten items – Handwriting should be written legibly in block letters of approximately the same size as the above referenced typed fonts (14). If handwriting is not extremely legible, these items can experience a higher exception rate. Items written in cursive will be mismatched and presented to the client as an exception.
Pitch – Provide sufficient spacing between individual letters within the name so that each letter of the name can be clearly read. For example, LIVE could be misread as UVE if the letters are not spaced properly. Pitch size of 10 is recommended.
Formatting - Avoid extra spaces, underlining, italicizing or bolding. Use of punctuation should be limited. For example: UNITED WE STAND is preferred to UNITED-WE-STAND!
Placement – Horizontally, the payee name should be listed in close proximity (to the right or just below) the “Pay to the Order Of:” verbiage. Horizontally, the payee should not extend past the middle of the check. Vertically, the payee name should be located just below the vertical midpoint of the check but should not extend to the bottom 1/4 of check or interfere in any way with the MICR line information contained at the bottom of the check. The payee data should be displayed in a clear area, free of and not touching other text, lines, or stamp marks. Please refer to the check examples on the next two pages. The shading on these examples is only used for illustration purposes. Do not shade the payee name data or area. Do not leave gaps between line one and line two of your items, i.e. payee name line and address line.
Special Characters – Do not use special characters, such as an asterisk (*) on your issue file for Payee Name processing. Special characters are not typically contained in legitimate payees and can result in higher exception rates being added fraudulently.
This document contains file specification information for an Account Reconciliation Program (ARP) output file.
The information contained in this document is to be used to build the file(s) necessary for receiving ARP information
electronically from SunTrust.
It is possible to combine multiple accounts onto one input file. The file specs below will be used for both single and
multiple transmissions. It is also possible to choose which type of transactions to receive, debit / credit or both.
Contents
The file specifications outlined in this document include:
Paid Items
Outstanding Check Issues
Combined Items
Contact Information
If you are currently establishing your ARP services and have questions regarding the information outlined in this document, please contact your Treasury Management Implementation Project Manager. If you are an existing ARP client and you have questions, please contact: Treasury Management Client Services
866.448.6392 Hours of Operation: 8:00 a.m. – 6:00 p.m. ET
2
Paid Items
Field Position Description Length Type Comments/Contents
1 01-13 Account number 13 Numeric Right justified, leading zeros
2 14-23 Serial Number 10 Numeric Right justified, leading zeros
3 24-29 Paid Date 6 Numeric Format: MMDDYY
4 30-39 Check Amount 10 Numeric Right justified, leading zeros; has two assumed decimal positions
5 40-80 Filler 41 Alphanumeric Spaces
Data should be Character (zero fill), not Packed. (All fields are in display format.)
Record Size: 80 Characters (fixed length) – variable is available if needed.
Block Size: 800
3
Outstanding Check Issue Items
ARP Issue Check Record for an ARP Account (Daily or monthly/ recon)
Field Position Description Length Type Comments/Contents
1 01-13 Account Number 13 Numeric Right justified, leading zeros
2 14-23 Serial Number 10 Numeric Right justified, leading zeros
3 24-29 Issue Date 06 Numeric Format: MMDDYY
4 30-39 Check Amount 10 Numeric Right justified, leading zeros; has two assumed decimal points.
5 40-54 Additional Data 15 Left justified, space filled-optional
6 55-80 Filler 26 Alphanumeric Space
Data should be Character (zero fill), not Packed. (All fields are in display format.)
Record Size: 80 Characters (fixed length) – variable is available if needed.
4
Combined Items
Field Position Description Length Type Comments/Contents
1 01-13 Account Number 13 Numeric Right justified, leading zeros
2 14-23 Serial Number 10 Numeric Right justified, leading zeros
3 24-29 Issue / Paid Date 06 Numeric Format: MMDDYY
4 30-39 Check Amount 10 Numeric Right justified, leading zeros; has two assumed decimal points.
5 40-54 Additional Data 15 Left justified, space filled-optional Spaces for Paid items
6 55-55 Record Identifier 1 Alphanumeric
D = Debits O = outstanding issue P = paid item R = Reconciled S = Stopped V = Cancelled
6 56-80 Filler 25 Alphanumeric Space
Data should be Character (zero fill), not Packed. (All fields are in display format.)
Record Size: 80 Characters (fixed length) – variable is available if needed.
