Customer Representations and Agreements; Indemnity. a. Customer represents to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of the Receiver’s account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Customer are limited to the types of Credit Entries and Debit Entries permitted by Bank and comply with the provisions of United States law, (iv) Customer will perform its obligations under this ACH Addendum in accordance with all applicable laws and regulations, and (v) Customer shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. While the Rules state that a consumer has 60 calendar days from the original date of the entry to return an unauthorized debit item, Regulation E states that the consumer has 60 calendar days from the statement date to return the item. Originator will be obligated to honor the unauthorized return, according to the Regulation E time frame. b. Customer agrees that in the event any fine, penalty or other liability (collectively “Fines”) is imposed or assessed by NACHA against Bank as a result of the violation of any of the Rules, should such violation result from any action or inaction on the party of Customer or any violation by Customer of any provision of the Master Service Agreement, this ACH Addendum, the Business Internet Banking Agreement (as applicable), or of any provision of the Rules, then, unless otherwise prohibited by the Rules, Customer shall immediately upon notification by Bank reimburse Bank for the full amount of all such Fines, and if Customer fails to immediately reimburse Bank for the full amount of such Fines, Bank, in its sole discretion, will have the right to debit Customer’s ACH Account or any other account maintained by Customer with Bank or any affiliate of Bank for the full amount of all such fines.
Appears in 1 contract
Samples: Master Services Agreement
Customer Representations and Agreements; Indemnity. a. Customer represents to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of the Receiver’s account in the amount and on the Effective Entry Date shown on such Entry; in the case of IAT Entries, the Receiver’s authorization complies with the laws and payment system rules of the non-U.S. receiving country as well as the Rules; (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Customer are limited to the types of Credit Entries and Debit Entries permitted by Bank and comply with the provisions of United States law, (iv) Customer will perform its obligations under this ACH Addendum in accordance with all applicable laws and regulations, and (v) Customer shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. While the Rules state that a consumer has 60 sixty (60) calendar days from the original date of the entry to return an unauthorized debit item, Regulation E states that the consumer has 60 sixty (60) calendar days from the statement date to return the itemEntry. For Entries to consumer accounts governed by Regulation E, Originator will be obligated to honor the unauthorized return, return Entry according to the Regulation E time frame.
b. With respect to IATs, Customer further represents and warrants to Bank and agrees that Customer shall (i) classify and format payments transmitted to or received from a financial agency outside the U.S. as IATs in accordance with the Rules; (ii) provide data necessary to accompany the transaction in compliance with the Bank Secrecy Act’s “Travel Rule” so that all parties to the transaction have the information necessary to comply with applicable U.S. legal requirements, including without limit the programs administered by OFAC; and (iii) screen IATs prior to transmitting any IAT Entries to us in accordance with the requirements of OFAC and otherwise comply with OFAC sanctions.
c. Customer further agrees with respect to IATs that (i) Customer bears all risk that the laws of the receiving foreign country prohibit or otherwise preclude the processing, settlement, or transfer of the proceeds of the Entry, including through blocking or other sequestration or seizure of funds (collectively, “IAT Prohibitions”); and (ii) unless Company and Bank have expressly agreed otherwise in writing, Customer bears and assumes all risk and liability arising from foreign exchange conversion relating to any IAT.
d. Customer agrees that in the event any fine, penalty or other liability (collectively “Fines”) is imposed or assessed by NACHA against Bank as a result of the violation of any of the Rules, should such violation result from any action or inaction on the party part of Customer or any violation by Customer of any provision of the Master Service Agreement, this ACH Addendum, the Business Internet Banking Agreement Synovus Gateway Addendum (as applicable), or of any provision of the Rules, then, unless otherwise prohibited by the Rules, Customer shall immediately upon notification by Bank reimburse Bank for the full amount of all such Fines, and if . If Customer fails to immediately reimburse Bank for the full amount of such Fines, Bank, in its sole discretion, will have the right to debit Customer’s ACH Account or any other account maintained by Customer with Bank or any affiliate of Bank for the full amount of all such finesFines.
Appears in 1 contract
Samples: Master Services Agreement
Customer Representations and Agreements; Indemnity. a. Customer represents to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of the Receiver’s account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Customer are limited to the types of Credit Entries and Debit Entries permitted by Bank and comply with the provisions of United States law, (iv) Customer will perform its obligations under this ACH Addendum in accordance with all applicable laws and regulations, and (v) Customer shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and specifically acknowledges that it has received notice of that Rule and of the fact that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. While the Rules state that a consumer has 60 sixty (60) calendar days from the original date of the entry to return an unauthorized debit item, Regulation E states that the consumer has 60 sixty (60) calendar days from the statement date to return the item. Originator will be obligated to honor the unauthorized return, according to the Regulation E time frame.
b. Customer agrees that in the event any fine, penalty or other liability (collectively “Fines”) is imposed or assessed by NACHA against Bank as a result of the violation of any of the Rules, should such violation result from any action or inaction on the party part of Customer or any violation by Customer of any provision of the Master Service Agreement, this ACH Addendum, the Business Internet Banking Agreement Synovus Gateway Addendum (as applicable), or of any provision of the Rules, then, unless otherwise prohibited by the Rules, Customer shall immediately upon notification by Bank reimburse Bank for the full amount of all such Fines, and if . If Customer fails to immediately reimburse Bank for the full amount of such Fines, Bank, in its sole discretion, will have the right to debit Customer’s ACH Account or any other account maintained by Customer with Bank or any affiliate of Bank for the full amount of all such finesFines.
Appears in 1 contract
Samples: Master Services Agreement
Customer Representations and Agreements; Indemnity. a. In addition to Customer representations, agreements and warranties otherwise described in this Appendix, Customer further represents and warrants to Bank and agrees that agrees, with respect to each and every Entry transmitted by Customer or any Third-Party Service Provider on Customer’s behalf, that:
(i) each Each person shown as the Receiver on of an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of the Receiver’s its account in the amount and on the Effective Entry Date shown on such Entry, ;
(ii) such Such authorization is operative at the time of transmittal, transmittal or crediting or debiting by Bank as provided herein, ;
(iii) Entries transmitted to Bank by Customer are limited to the types of Credit Entries as set forth in Sections 3 and Debit Entries permitted by Bank and comply with the provisions of United States law, 5;
(iv) Customer will shall perform its obligations under this ACH Addendum Appendix in accordance with the laws of the United States and all other applicable laws laws, regulations and regulationsorders, including, but not limited to, the transaction screening and sanctions laws, regulations and orders administered by OFAC; laws, regulations and orders administered by FinCEN; and any state laws, regulations or orders applicable to the providers of ACH payment services;
(v) Customer shall be bound by and comply with the provisions of the NACHA Rules as in effect from time to time, including, without limitation, (among other provisions of the provision thereof making payment NACHA Rules) that make payments of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and ;
(vi) Customer specifically acknowledges that it has received notice of that Rule the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI will shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. While the Rules state that a consumer has 60 calendar days from the original date of the entry ;
(vii) with respect to return an unauthorized debit item, Regulation E states that the consumer has 60 calendar days from the statement date to return the item. Originator will be obligated to honor the unauthorized return, according to the Regulation E time frame.
b. Customer agrees that in the event any fine, penalty or other liability each International ACH Transaction (collectively “FinesIAT”) is imposed or assessed that Customer may be permitted by NACHA against Bank as a result of the violation of any of the Rules, should such violation result from any action or inaction on the party of Customer or any violation by Customer of any provision of the Master Service Agreement, this ACH Addendum, the Business Internet Banking Agreement (as applicable), or of any provision of the Rules, then, unless otherwise prohibited by the Rulesto initiate, Customer shall immediately upon notification (a) classify and format payments transmitted to or received from a financial agency outside the U.S. as an IAT in accordance with the NACHA Rules, (b) provide data necessary to accompany the transaction in compliance with the Bank Secrecy Act’s “Travel Rule,” (c) screen the IAT prior to transmitting any file(s) of Entries to the Bank in accordance with the requirements of OFAC and comply with OFAC sanctions, and (d) otherwise comply with and be subject to all other requirements of U.S. law, the NACHA Rules, OFAC and FinCEN, as well as the laws and payment system rules of a non-U.S. receiving destination;
(viii) with respect to each Internet-initiated (“WEB”) ACH Entry that Customer may be permitted by Bank reimburse Bank for to initiate, (a) Customer employs (1) commercially reasonable detection systems to minimize risk of fraud related to Internet-initiated payments, (2) commercially reasonable procedures to verify validity of routing numbers, (3) commercially reasonable methods of authentication to verify the full amount identity of all such Finesthe Receiver, and if Customer fails (4) commercially reasonable security technology that at a minimum is equivalent to immediately reimburse Bank for 128-bit encryption technology, and (b) where required by the full amount of such Fines, NACHA Rules and/or Bank, in Customer conducts annual audits as to its sole discretionsecurity practices and procedures that include, will have the right at a minimum, verification of adequate levels of (1) physical security to debit Customer’s ACH Account protect against theft, tampering, or any other account maintained by Customer with Bank or any affiliate of Bank for the full amount of all such fines.damage, (2) personnel and access controls to protect against unauthorized access and use and
Appears in 1 contract
Samples: Cash Management Master Agreement
