Common use of SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES Clause in Contracts

SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES. Customer agrees to settle for all credit Entries issued by Customer, User(s), or credit Entries otherwise made effective against Customer. Customer shall make settlement at such time on the date of transmittal by Bank of such credit Entries as Bank, in its discretion, may determine, and the amount of each On-Us Entry, as that term is defined in this Agreement, at such time on the effective date of such credit Entry as Bank, in its discretion, may determine. Customer shall settle with the Bank for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by Bank. Settlement shall be made by Customer to Bank in any manner specified by Bank. Notwithstanding the foregoing, Bank is hereby authorized to charge the account(s) ("Authorized Account(s)"), as settlement for credit Entries issued by Customer or returned or dishonored debit Entries. If Bank requires pre-funding, Customer shall maintain sufficient collected funds in the Authorized Account(s) to settle for the credit Entries at the time the credit Entries are issued by Customer. In the event the Authorized Account or any other Customer bank account does not have collected funds sufficient on the settlement date to cover the total amount of all Entries to be paid on such settlement date, Bank may take any of the following actions: (a) refuse to process all Entries, in which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have no liability to Customer or to any third party as a result thereof; (b) process that portion of the credit Entries as Customer has sufficient available funds in the Authorized Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall return the data relating to such credit Entries as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third party as a result thereof; or (c) in the event Bank elects to process credit Entries initiated by Customer and Customer has not maintained sufficient available funds in the Authorized Account with Bank to cover them, the total amount of the insufficiency advanced by Bank on behalf of Customer shall be immediately due and payable by Customer to Bank without any further demand from Bank. If Bank elects to pay Customer’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of Bank’s rights to refuse to do so at any other time nor shall it be an agreement by Bank to pay other items in the overdraft. Pre-Funding Acknowledgement Prefunding is the requirement to pay in advance or immediately for all transactions processed by Bank regardless of the payment due or value date. The prefunding option authorizes Southern First to debit a pre- determined dollar amount prior to your ACH transmission file processing. Southern First Bank reserves the right to require Customer to pre-fund an account maintained at Southern First Bank prior to the Settlement Date of the ACH file. Southern First shall determine whether pre-funding is required based on criteria established from time to time by Southern First. Southern First will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by Customer (a) not later than 8:00 a.m. local time two (2) banking days before each settlement date; and (b) prior to initiating any Entries for which pre-funding is required. Your control account or funding account, to be debited for disbursing these payments must be a Southern First Bank Business checking account. When you send us a transaction file, we immediately verify the availability of funds in your Southern First Bank account, and if funds are available, you authorize us to immediately debit your account regardless of the payment date or value date of your payments. Funds must be in the account or the file will not be released. A systematic hold will be released on the transaction settlement date. Future dated files will require for funds to be in the account prior to the settlement date. In cases like this, you will need to ensure sufficient funds are in your account to cover these transactions. Upon receipt of your file, we will verify availability of funds in your account. Available funds must be in your account before you send or release your file to Bank or your ACH transactions will not be processed. Remember, holds on deposited checks may limit funds availability; please plan accordingly or transfer funds via wire transfer. If you use ACH pre-funding, at the time we receive an Entry from you, in order to ensure that there are sufficient available, collectible funds in your Authorized Account linked to the ACH services to fully cover or pay the Entry when we transmit it to the ACH Operator or otherwise process the Entry, we will place an administrative hold or freeze on funds in the account that would otherwise be available. The administrative hold or freeze will be on funds in such accounts that are not then subject to another administrative hold or freeze, and that are otherwise available. The funds that will be subjected to the administrative hold or freeze will be in an amount sufficient to cover or pay the Entry, which will occur through our automatic debit of your account linked to the ACH Services—for an Entry transmitted by us at such time on the date of transmittal as we may determine, and for an On-Us Entry at such time on the Effective Date of such Entry as we may determine. Because of the administrative hold or freeze, we will place on your account linked to the ACH services and our automatic debit of your account to cover or pay such Entry, you must have a balance of available, collectible funds in your account linked to the ACH services sufficient to cover or pay such Entry. If you do not, we may, at our sole discretion, take any series of actions we deem necessary or appropriate, including any of the following: process the Entry as if you were not using ACH pre-funding in which event you will pay to us the amount of the Entry transmitted by us; continue to try to process the Entry; suspend the Entry; or reject the Entry. For each day during which we attempt to process the Entry and we are unable to do so because there are not sufficient funds available or during which the Entry is suspended because of the insufficient funds, we may charge you a daily NSF fee at our then current commercial NSF rate, as set forth in our Fee Schedule. We may debit the accounts linked to your ACH services to recover the NSF fee we charge you and if there are insufficient funds in the account, we may recover the fees from any other accounts that you maintain with the Bank. In addition, we may recover the NSF fees in accordance with the dispute resolution provisions of this Agreement. Before we reject an Entry for insufficient, collectible funds, we will use commercially reasonable efforts to give you at least one notice that we are unable to process the Entry because of insufficient funds in your accounts linked to the ACH Services. Funds will be held or debited from your deposit account on the same day the file is received at the Bank (at least two (2) Business Days prior to the settlement date) instead of being debited on the settlement date. It is your responsibility to fund such accounts with sufficient available, collectible funds in accordance with this Section in order to avoid a rejection of an Entry by us. Our right to charge the NSF fee is not conditioned upon us providing notice to you that we are unable to process an Entry because of insufficient available, collectible funds. On-Us Entries Except with respect to rejected Entries, or in the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the effective entry date contained in such Entry, provided the requirements set forth above are met. If any of those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following the effective entry date. Transactions resulting in Overdraft We have no obligation to process an electronic Entry that results in an overdraft. If we elect to process any electronic Entry for which we have not received final settlement, the amount of the Entry, at our option, will become immediately due and payable by you to us, and we will have the right to: charge the amount of the payment to your designated account, as well as any other account you maintain with us, even if an overdraft is created; and/or claim a refund from you; Per the terms of your Southern First Terms and Conditions Agreement and Disclosure, which includes common features for access, a non-sufficient funds charge or overdraft fees and interest penalty to your designated account from the date the payment is due until paid; if an overdraft is created, you agree to pay the overdraft amount and interest on such amount at such rate as we may elect to charge, not to exceed the maximum legally permissible amount, all reasonable attorney’s fees and all costs and expenses incurred by us to collect the overdraft, interest and fees; You authorize us to debit any account you maintain with us, our affiliates or subsidiaries, and to offset any amount you owe us in order to obtain payment of your obligation under this Agreement; and as security for the performance of your obligations hereunder, you grant to us a continuing security interest in your deposit accounts with us which now or at any time hereafter exist, and in any and all collateral and/or personal guaranty in which you have previously granted us a security interest and any and all collateral and/or personal guaranty in which you hereafter grant us a security interest. We shall report all Entries transmitted by us and posted to your account or which are otherwise subject to this Agreement on your periodic account statements. You shall notify us promptly of any discrepancy between the account records. If you fail to notify us of any such discrepancy within fourteen (14) days of receipt of the account statement, we shall not be liable for any other losses from your failure to give such notice, including loss of interest and you shall be precluded from asserting such discrepancy against us. For credit Entries submitted by you to your intended receiver, credit given by the Receiver’s financial institution is provisional until the Receiver’s bank has received final settlement through a Federal Reserve Bank or otherwise. If the Receiver’s bank does not receive such settlement for the Entry, the Receiver’s bank is entitled to a refund from the Receiver in the amount of the credit to the receiver’s account and you will not be considered to have paid the amount of the credit Entry to its Receiver. If any Entry describes the receiver of such Entry inconsistently, whether by name or account number, payment may be made by us on the basis of the account number supplied by you even if it identifies a person differently from the name of the receiver and your obligation to pay the amount of the Entry will not be waived under such circumstances. You shall retain adequate records and data to permit the retransmitting of Entries until five (5) Business Days after midnight of the settlement of any Entry and you will provide such data to us upon our request. If you choose to originate pre-notification Entries to the RDFI in order to verify the accuracy of routing and account numbers, you agree not to initiate live dollar Entries until at least three (3) Business Days following the settlement date of the pre-notification Entry. You must provide the pre-notification Entries format in compliance with the ACH Rules. In the event that you or we receive notice that there are any problems associated with the RDFI processing a requested pre-notification, (i) you will not initiate any Entry with respect to such pre-notification; (ii) if the notice is received by you, you will notify us immediately; and (iii) if the notice is received by us, we will notify you. Security Procedures for ACH Customer and the Bank shall comply with the Security Procedure requirements described in this Agreement and the Appendix with respect to Entries transmitted by Customer to the Bank. Customer acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No Security Procedures for the detection of any such error have been agreed upon between the Bank and Customer. You agree that the ACH Security Procedures are commercially reasonable. You agree that more restrictive Security Procedures could be offered, but in light of the burden of additional Security Procedures, you have carefully considered the Security Procedures and in light of the risks that you assume under this Agreement, they are reasonable procedures to protect against unauthorized access to the Services. The Bank and the Customer will follow the Security Procedures to detect unauthorized Entries prior to execution of such Entries by Bank. Access to the Service that allows for the input of Entries may be controlled through the use of Customer IDs, user Ids, passwords and other security devices. If such a Security Procedure is so assigned or otherwise offered, Customer shall use or cause such security device to be used when submitting any and all Entries to Bank. If such a security device is so assigned or offered and an Entry uses the identifying number, code or other security device, Bank may rely solely on the security device as conclusive identification of the sender. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use this Service. Customer shall not disclose any information regarding the Security Procedures that an unauthorized user would find helpful to obtain access to this Service. If an Entry received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Security Procedures with respect to such Entry, such Entry shall be deemed effective as Customer's Entry, and Customer shall be obligated to pay to Bank the amount of such Entry. You acknowledge that we reserve the right to change our Security Procedures from time to time. Customer is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with the Security Procedures described in this Agreement or in the Appendix. If Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Customer agrees to notify the Bank immediately, followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers. Without limiting the foregoing, Customer will maintain strict security over information relating to the Services and the Entries and will closely monitor personnel who have access to such information.

Appears in 3 contracts

Samples: Lockbox Agreement, www.southernfirst.com, www.southernfirst.com

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SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES. Customer Third-Party Sender agrees to settle pay Financial Institution for all credit Entries issued by Customer, Third-Party Sender or User(s), or credit Entries otherwise made effective against CustomerThird-Party Sender. Customer Third-Party Sender shall make settlement payment at such time on the date of transmittal by Bank Financial Institution of such credit Entries as BankFinancial Institution, in its discretion, may determinedetermine (“Payment Date”), and the amount of each On-Us Entry, as that term is defined in this Agreement, Entry at such time on the effective date Effective Entry Date of such credit Entry as BankFinancial Institution, in its discretion, may determine. Customer Third-Party Sender shall settle with the Bank pay Financial Institution for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by BankFinancial Institution. Settlement Payment shall be made by Customer Third-Party Sender to Bank Financial Institution in any manner specified by BankFinancial Institution. Notwithstanding the foregoing, Bank Financial Institution is hereby authorized to charge the Member Client account(s) ("Authorized Account(s)"), ”) as settlement payment for credit Entries issued by Customer Third-Party Sender or returned or dishonored debit Entries. If Bank requires preIn the event that the Authorized Account(s) does not have sufficient available funds on the Payment Date, Financial Institution is hereby authorized to charge any account maintained by Third-fundingParty Sender Effective December 7, Customer 2022 6 with Financial Institution as payment for credit Entries issued by Third-Party Sender or returned or dishonored debit Entries. Third-Party Sender shall maintain sufficient collected funds in the Authorized Account(sThird-Party Sender’s account(s) to settle for the credit Entries at on the time the credit Entries are issued by CustomerPayment Date. In the event the Authorized Account or any other Customer bank that no Third-Party Sender account does not have has collected funds sufficient on the settlement date Payment Date to cover the total amount of all Entries to be paid on such settlement datePayment Date, Bank may take any of Financial Institution shall process the following actions: (a) refuse to process all Entries, in which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have no liability to Customer or to any third party as a result thereof; (b) process that portion of the credit Entries as Customer has sufficient available funds in the Authorized Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall return the data relating to such credit Entries as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third party as a result thereof; or (c) in the event Bank elects to process credit Entries initiated by Customer and Customer has not maintained sufficient available funds in the Authorized Account with Bank to cover them, the total amount of the insufficiency advanced by Bank Financial Institution on behalf of Customer Third-Party Sender shall be immediately due and payable by Customer Third-Party Sender to Bank Financial Institution without any further demand from BankFinancial Institution. If Bank Financial Institution elects to pay CustomerThird-Party Sender’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of BankFinancial Institution’s rights to refuse to do so at any other time nor shall it be an agreement by Bank Financial Institution to pay other items in the overdraft. PreThird-Funding Acknowledgement Prefunding is the requirement to pay in advance or immediately for all transactions processed by Bank regardless of the payment due or value date. The prefunding option authorizes Southern First to debit a pre- determined dollar amount prior to your ACH transmission file processing. Southern First Bank reserves the right to Party Sender agrees that Financial Institution may require Customer Third-Party Sender to pre-fund an account maintained at Southern First Bank prior to the Settlement Date of the ACH file. Southern First shall determine whether preThird-funding is required based on criteria established from time to time by Southern First. Southern First will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined Party Sender’s Account so that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by Customer (a) not later than 8:00 a.m. local time two (2) banking days before each settlement date; and (b) prior to initiating any Entries for which pre-funding is required. Your control account or funding account, to be debited for disbursing these payments must be a Southern First Bank Business checking account. When you send us a transaction file, we immediately verify the availability of funds in your Southern First Bank account, and if funds are available, you authorize us to immediately debit your account regardless of the payment date or value date of your payments. Funds must be in the account or the file will not be released. A systematic hold will be released on the transaction settlement date. Future dated files will require for funds to be in the account prior to the settlement date. In cases like this, you will need to ensure sufficient funds are maintained in your Third-Party Sender’s account to cover these transactions. Upon receipt of your file, we will verify availability of funds in your account. Available funds must be in your account before you send or release your file to Bank or your ACH transactions will not be processed. Remember, holds on deposited checks may limit funds availability; please plan accordingly or transfer funds via wire transfer. If you use ACH pre-funding, at the time we receive an Entry from you, in order to ensure that there are sufficient available, collectible funds in your Authorized Account linked to the ACH services to fully cover or pay the Entry when we transmit it to the ACH Operator or otherwise process the Entry, we will place an administrative hold or freeze on funds in the account that would otherwise be available. The administrative hold or freeze will be on funds in such accounts that are not then subject to another administrative hold or freeze, and that are otherwise available. The funds that will be subjected to the administrative hold or freeze will be in an amount sufficient to cover or pay the Entry, which will occur through our automatic debit of your account linked to the ACH Services—for an Entry transmitted by us at such time on the date of transmittal as we may determine, and for an Onthat Third-Us Entry at such time on the Effective Date of such Entry as we may determine. Because of the administrative hold or freeze, we will place on your account linked to the ACH services and our automatic debit of your account to cover or pay such Entry, you must have Party Sender transmits a balance of available, collectible funds in your account linked to the ACH services sufficient to cover or pay such Entry. If you do not, we may, at our sole discretion, take any series of actions we deem necessary or appropriate, including any of the following: process the Entry as if you were not using ACH pre-funding in which event you will pay to us the amount of the Entry transmitted by us; continue to try to process the Entry; suspend the Entry; or reject the Entry. For each day during which we attempt to process the Entry and we are unable to do so because there are not sufficient funds available or during which the Entry is suspended because of the insufficient funds, we may charge you a daily NSF fee at our then current commercial NSF rate, as set forth in our Fee Schedule. We may debit the accounts linked to your ACH services to recover the NSF fee we charge you and if there are insufficient funds in the account, we may recover the fees from any other accounts that you maintain with the Bank. In addition, we may recover the NSF fees in accordance with the dispute resolution provisions of this Agreement. Before we reject an Entry for insufficient, collectible funds, we will use commercially reasonable efforts to give you at least one notice that we are unable to process the Entry because of insufficient funds in your accounts linked to the ACH Services. Funds will be held or debited from your deposit account on the same day the file is received at the Bank (at least two (2) Business Days prior to the settlement date) instead of being debited on the settlement date. It is your responsibility to fund such accounts with sufficient available, collectible funds in accordance with this Section in order to avoid a rejection of an Entry by us. Our right to charge the NSF fee is not conditioned upon us providing notice to you that we are unable to process an Entry because of insufficient available, collectible funds. On-Us Entries Except with respect to rejected Entries, or in the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the effective entry date contained in such Entry, provided the requirements set forth above are met. If any of those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following the effective entry date. Transactions resulting in Overdraft We have no obligation to process an electronic Entry that results in an overdraft. If we elect to process any electronic Entry for which we have not received final settlement, the amount of the Entry, at our option, will become immediately due and payable by you to us, and we will have the right to: charge the amount of the payment to your designated account, as well as any other account you maintain with us, even if an overdraft is created; and/or claim a refund from you; Per the terms of your Southern First Terms and Conditions Agreement and Disclosure, which includes common features for access, a non-sufficient funds charge or overdraft fees and interest penalty to your designated account from the date the payment is due until paid; if an overdraft is created, you agree to pay the overdraft amount and interest on such amount at such rate as we may elect to charge, not to exceed the maximum legally permissible amount, all reasonable attorney’s fees and all costs and expenses incurred by us to collect the overdraft, interest and fees; You authorize us to debit any account you maintain with us, our affiliates or subsidiaries, and to offset any amount you owe us in order to obtain payment of your obligation under this Agreement; and as security for the performance of your obligations hereunder, you grant to us a continuing security interest in your deposit accounts with us which now or at any time hereafter exist, and in any and all collateral and/or personal guaranty in which you have previously granted us a security interest and any and all collateral and/or personal guaranty in which you hereafter grant us a security interest. We shall report all Entries transmitted by us and posted to your account or which are otherwise subject to this Agreement on your periodic account statements. You shall notify us promptly of any discrepancy between the account records. If you fail to notify us of any such discrepancy within fourteen (14) days of receipt of the account statement, we shall not be liable for any other losses from your failure to give such notice, including loss of interest and you shall be precluded from asserting such discrepancy against us. For containing credit Entries submitted by you to your intended receiver, credit given by the Receiver’s financial institution is provisional until the Receiver’s bank has received final settlement through a Federal Reserve Bank or otherwise. If the Receiver’s bank does not receive such settlement for the Entry, the Receiver’s bank is entitled to a refund from the Receiver in the amount of the credit to the receiver’s account and you will not be considered to have paid the amount of the credit Entry to its Receiver. If any Entry describes the receiver of such Entry inconsistently, whether by name or account number, payment may be made by us on the basis of the account number supplied by you even if it identifies a person differently from the name of the receiver and your obligation to pay the amount of the Entry will not be waived under such circumstances. You shall retain adequate records and data to permit the retransmitting of Entries until five (5) Business Days after midnight of the settlement of any Entry and you will provide such data to us upon our request. If you choose to originate pre-notification Entries to the RDFI in order to verify the accuracy of routing and account numbers, you agree not to initiate live dollar Entries until at least three (3) Business Days following the settlement date of the pre-notification Entry. You must provide the pre-notification Entries format in compliance with the ACH Rules. In the event that you or we receive notice that there are any problems associated with the RDFI processing a requested pre-notification, (i) you will not initiate any Entry with respect to such pre-notification; (ii) if the notice is received by you, you will notify us immediately; and (iii) if the notice is received by us, we will notify you. Security Procedures for ACH Customer and the Bank shall comply with the Security Procedure requirements described in this Agreement and the Appendix with respect to Entries transmitted by Customer to the Bank. Customer acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No Security Procedures for the detection of any such error have been agreed upon between the Bank and Customer. You agree that the ACH Security Procedures are commercially reasonable. You agree that more restrictive Security Procedures could be offered, but in light of the burden of additional Security Procedures, you have carefully considered the Security Procedures and in light of the risks that you assume under this Agreement, they are reasonable procedures to protect against unauthorized access to the Services. The Bank and the Customer will follow the Security Procedures to detect unauthorized Entries prior to execution of such Entries by Bank. Access to the Service that allows for the input of Entries may be controlled through the use of Customer IDs, user Ids, passwords and other security devices. If such a Security Procedure is so assigned or otherwise offered, Customer shall use or cause such security device to be used when submitting any and all Entries to Bank. If such a security device is so assigned or offered and an Entry uses the identifying number, code or other security device, Bank may rely solely on the security device as conclusive identification of the sender. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use this Service. Customer shall not disclose any information regarding the Security Procedures that an unauthorized user would find helpful to obtain access to this Service. If an Entry received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Security Procedures with respect to such Entry, such Entry shall be deemed effective as Customer's Entry, and Customer shall be obligated to pay to Bank the amount of such Entry. You acknowledge that we reserve the right to change our Security Procedures from time to time. Customer is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with the Security Procedures described in this Agreement or in the Appendix. If Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Customer agrees to notify the Bank immediately, followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers. Without limiting the foregoing, Customer will maintain strict security over information relating to the Services and the Entries and will closely monitor personnel who have access to such informationFinancial Institution.

Appears in 2 contracts

Samples: Party Sender Agreement, Party Sender Agreement

SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES. Customer Third-Party Sender agrees to settle pay Financial Institution for all credit Entries issued by Customer, Third-Party Sender or User(s), or credit Entries otherwise made effective against CustomerThird-Party Sender. Customer Third-Party Sender shall make settlement payment at such time on the date of transmittal by Bank Financial Institution of such credit Entries as BankFinancial Institution, in its discretion, may determinedetermine (“Payment Date”), and the amount of each On-Us Entry, as that term is defined in this Agreement, Entry at such time on the effective date Effective Entry Date of such credit Entry as BankFinancial Institution, in its discretion, may determine. Customer Third-Party Sender shall settle with the Bank pay Financial Institution for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by BankFinancial Institution. Settlement Payment shall be made by Customer Third-Party Sender to Bank Financial Institution in any manner specified by BankFinancial Institution. Notwithstanding the foregoing, Bank Financial Institution is hereby authorized to charge the Member Client account(s) ("Authorized Account(s)"), ”) as settlement payment for credit Entries issued by Customer Third-Party Sender or returned or dishonored debit Entries. If Bank requires preIn the event that the Authorized Account(s) does not have sufficient available funds on the Payment Date, Financial Institution is hereby authorized to charge any account maintained by Third-fundingParty Sender Effective February 6, Customer 2023 6 with Financial Institution as payment for credit Entries issued by Third-Party Sender or returned or dishonored debit Entries. Third-Party Sender shall maintain sufficient collected funds in the Authorized Account(sThird-Party Sender’s account(s) to settle for the credit Entries at on the time the credit Entries are issued by CustomerPayment Date. In the event the Authorized Account or any other Customer bank that no Third-Party Sender account does not have has collected funds sufficient on the settlement date Payment Date to cover the total amount of all Entries to be paid on such settlement datePayment Date, Bank may take any of Financial Institution shall process the following actions: (a) refuse to process all Entries, in which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have no liability to Customer or to any third party as a result thereof; (b) process that portion of the credit Entries as Customer has sufficient available funds in the Authorized Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall return the data relating to such credit Entries as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third party as a result thereof; or (c) in the event Bank elects to process credit Entries initiated by Customer and Customer has not maintained sufficient available funds in the Authorized Account with Bank to cover them, the total amount of the insufficiency advanced by Bank Financial Institution on behalf of Customer Third-Party Sender shall be immediately due and payable by Customer Third-Party Sender to Bank Financial Institution without any further demand from BankFinancial Institution. If Bank Financial Institution elects to pay CustomerThird-Party Sender’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of BankFinancial Institution’s rights to refuse to do so at any other time nor shall it be an agreement by Bank Financial Institution to pay other items in the overdraft. PreThird-Funding Acknowledgement Prefunding is the requirement to pay in advance or immediately for all transactions processed by Bank regardless of the payment due or value date. The prefunding option authorizes Southern First to debit a pre- determined dollar amount prior to your ACH transmission file processing. Southern First Bank reserves the right to Party Sender agrees that Financial Institution may require Customer Third-Party Sender to pre-fund an account maintained at Southern First Bank prior to the Settlement Date of the ACH file. Southern First shall determine whether preThird-funding is required based on criteria established from time to time by Southern First. Southern First will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined Party Sender’s Account so that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by Customer (a) not later than 8:00 a.m. local time two (2) banking days before each settlement date; and (b) prior to initiating any Entries for which pre-funding is required. Your control account or funding account, to be debited for disbursing these payments must be a Southern First Bank Business checking account. When you send us a transaction file, we immediately verify the availability of funds in your Southern First Bank account, and if funds are available, you authorize us to immediately debit your account regardless of the payment date or value date of your payments. Funds must be in the account or the file will not be released. A systematic hold will be released on the transaction settlement date. Future dated files will require for funds to be in the account prior to the settlement date. In cases like this, you will need to ensure sufficient funds are maintained in your Third-Party Sender’s account to cover these transactions. Upon receipt of your file, we will verify availability of funds in your account. Available funds must be in your account before you send or release your file to Bank or your ACH transactions will not be processed. Remember, holds on deposited checks may limit funds availability; please plan accordingly or transfer funds via wire transfer. If you use ACH pre-funding, at the time we receive an Entry from you, in order to ensure that there are sufficient available, collectible funds in your Authorized Account linked to the ACH services to fully cover or pay the Entry when we transmit it to the ACH Operator or otherwise process the Entry, we will place an administrative hold or freeze on funds in the account that would otherwise be available. The administrative hold or freeze will be on funds in such accounts that are not then subject to another administrative hold or freeze, and that are otherwise available. The funds that will be subjected to the administrative hold or freeze will be in an amount sufficient to cover or pay the Entry, which will occur through our automatic debit of your account linked to the ACH Services—for an Entry transmitted by us at such time on the date of transmittal as we may determine, and for an Onthat Third-Us Entry at such time on the Effective Date of such Entry as we may determine. Because of the administrative hold or freeze, we will place on your account linked to the ACH services and our automatic debit of your account to cover or pay such Entry, you must have Party Sender transmits a balance of available, collectible funds in your account linked to the ACH services sufficient to cover or pay such Entry. If you do not, we may, at our sole discretion, take any series of actions we deem necessary or appropriate, including any of the following: process the Entry as if you were not using ACH pre-funding in which event you will pay to us the amount of the Entry transmitted by us; continue to try to process the Entry; suspend the Entry; or reject the Entry. For each day during which we attempt to process the Entry and we are unable to do so because there are not sufficient funds available or during which the Entry is suspended because of the insufficient funds, we may charge you a daily NSF fee at our then current commercial NSF rate, as set forth in our Fee Schedule. We may debit the accounts linked to your ACH services to recover the NSF fee we charge you and if there are insufficient funds in the account, we may recover the fees from any other accounts that you maintain with the Bank. In addition, we may recover the NSF fees in accordance with the dispute resolution provisions of this Agreement. Before we reject an Entry for insufficient, collectible funds, we will use commercially reasonable efforts to give you at least one notice that we are unable to process the Entry because of insufficient funds in your accounts linked to the ACH Services. Funds will be held or debited from your deposit account on the same day the file is received at the Bank (at least two (2) Business Days prior to the settlement date) instead of being debited on the settlement date. It is your responsibility to fund such accounts with sufficient available, collectible funds in accordance with this Section in order to avoid a rejection of an Entry by us. Our right to charge the NSF fee is not conditioned upon us providing notice to you that we are unable to process an Entry because of insufficient available, collectible funds. On-Us Entries Except with respect to rejected Entries, or in the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the effective entry date contained in such Entry, provided the requirements set forth above are met. If any of those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following the effective entry date. Transactions resulting in Overdraft We have no obligation to process an electronic Entry that results in an overdraft. If we elect to process any electronic Entry for which we have not received final settlement, the amount of the Entry, at our option, will become immediately due and payable by you to us, and we will have the right to: charge the amount of the payment to your designated account, as well as any other account you maintain with us, even if an overdraft is created; and/or claim a refund from you; Per the terms of your Southern First Terms and Conditions Agreement and Disclosure, which includes common features for access, a non-sufficient funds charge or overdraft fees and interest penalty to your designated account from the date the payment is due until paid; if an overdraft is created, you agree to pay the overdraft amount and interest on such amount at such rate as we may elect to charge, not to exceed the maximum legally permissible amount, all reasonable attorney’s fees and all costs and expenses incurred by us to collect the overdraft, interest and fees; You authorize us to debit any account you maintain with us, our affiliates or subsidiaries, and to offset any amount you owe us in order to obtain payment of your obligation under this Agreement; and as security for the performance of your obligations hereunder, you grant to us a continuing security interest in your deposit accounts with us which now or at any time hereafter exist, and in any and all collateral and/or personal guaranty in which you have previously granted us a security interest and any and all collateral and/or personal guaranty in which you hereafter grant us a security interest. We shall report all Entries transmitted by us and posted to your account or which are otherwise subject to this Agreement on your periodic account statements. You shall notify us promptly of any discrepancy between the account records. If you fail to notify us of any such discrepancy within fourteen (14) days of receipt of the account statement, we shall not be liable for any other losses from your failure to give such notice, including loss of interest and you shall be precluded from asserting such discrepancy against us. For containing credit Entries submitted by you to your intended receiver, credit given by the Receiver’s financial institution is provisional until the Receiver’s bank has received final settlement through a Federal Reserve Bank or otherwise. If the Receiver’s bank does not receive such settlement for the Entry, the Receiver’s bank is entitled to a refund from the Receiver in the amount of the credit to the receiver’s account and you will not be considered to have paid the amount of the credit Entry to its Receiver. If any Entry describes the receiver of such Entry inconsistently, whether by name or account number, payment may be made by us on the basis of the account number supplied by you even if it identifies a person differently from the name of the receiver and your obligation to pay the amount of the Entry will not be waived under such circumstances. You shall retain adequate records and data to permit the retransmitting of Entries until five (5) Business Days after midnight of the settlement of any Entry and you will provide such data to us upon our request. If you choose to originate pre-notification Entries to the RDFI in order to verify the accuracy of routing and account numbers, you agree not to initiate live dollar Entries until at least three (3) Business Days following the settlement date of the pre-notification Entry. You must provide the pre-notification Entries format in compliance with the ACH Rules. In the event that you or we receive notice that there are any problems associated with the RDFI processing a requested pre-notification, (i) you will not initiate any Entry with respect to such pre-notification; (ii) if the notice is received by you, you will notify us immediately; and (iii) if the notice is received by us, we will notify you. Security Procedures for ACH Customer and the Bank shall comply with the Security Procedure requirements described in this Agreement and the Appendix with respect to Entries transmitted by Customer to the Bank. Customer acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No Security Procedures for the detection of any such error have been agreed upon between the Bank and Customer. You agree that the ACH Security Procedures are commercially reasonable. You agree that more restrictive Security Procedures could be offered, but in light of the burden of additional Security Procedures, you have carefully considered the Security Procedures and in light of the risks that you assume under this Agreement, they are reasonable procedures to protect against unauthorized access to the Services. The Bank and the Customer will follow the Security Procedures to detect unauthorized Entries prior to execution of such Entries by Bank. Access to the Service that allows for the input of Entries may be controlled through the use of Customer IDs, user Ids, passwords and other security devices. If such a Security Procedure is so assigned or otherwise offered, Customer shall use or cause such security device to be used when submitting any and all Entries to Bank. If such a security device is so assigned or offered and an Entry uses the identifying number, code or other security device, Bank may rely solely on the security device as conclusive identification of the sender. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use this Service. Customer shall not disclose any information regarding the Security Procedures that an unauthorized user would find helpful to obtain access to this Service. If an Entry received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Security Procedures with respect to such Entry, such Entry shall be deemed effective as Customer's Entry, and Customer shall be obligated to pay to Bank the amount of such Entry. You acknowledge that we reserve the right to change our Security Procedures from time to time. Customer is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with the Security Procedures described in this Agreement or in the Appendix. If Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Customer agrees to notify the Bank immediately, followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers. Without limiting the foregoing, Customer will maintain strict security over information relating to the Services and the Entries and will closely monitor personnel who have access to such informationFinancial Institution.

Appears in 1 contract

Samples: Party Sender Agreement

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SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES. Customer Third-Party Sender agrees to settle pay Financial Institution for all credit Entries issued by Customer, Third-Party Sender or User(s), or credit Entries otherwise made effective against CustomerThird-Party Sender. Customer Third-Party Sender shall make settlement payment at such time on the date of transmittal by Bank Financial Institution of such credit Entries as BankFinancial Institution, in its discretion, may determinedetermine (“Payment Date”), and the amount of each On-Us Entry, as that term is defined in this Agreement, Entry at such time on the effective date Effective Entry Date of such credit Entry as BankFinancial Institution, in its discretion, may determine. Customer Third-Party Sender shall settle with the Bank pay Financial Institution for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by BankFinancial Institution. Settlement Payment shall be made by Customer Third-Party Sender to Bank Financial Institution in any manner specified by BankFinancial Institution. Notwithstanding the foregoing, Bank Financial Institution is hereby authorized to charge the Member Client account(s) ("Authorized Account(s)"), ”) as settlement payment for credit Entries issued by Customer Third-Party Sender or returned or dishonored debit Entries. If Bank requires preIn the event that the Authorized Account(s) does not have sufficient available funds on the Payment Date, Financial Institution is hereby authorized to charge any account maintained by Third-funding, Customer Party Sender with Financial Institution as payment for credit Entries issued by Third-Party Sender or returned or dishonored debit Entries. Third-Party Sender shall maintain sufficient collected funds in the Authorized Account(sThird-Party Sender’s account(s) to settle for the credit Entries at on the time the credit Entries are issued by CustomerPayment Date. In the event the Authorized Account or any other Customer bank that no Third-Party Sender account does not have has collected funds sufficient on the settlement date Payment Date to cover the total amount of all Entries to be paid on such settlement datePayment Date, Bank may take any of Financial Institution shall process the following actions: (a) refuse to process all Entries, in which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have no liability to Customer or to any third party as a result thereof; (b) process that portion of the credit Entries as Customer has sufficient available funds in the Authorized Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall return the data relating to such credit Entries as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third party as a result thereof; or (c) in the event Bank elects to process credit Entries initiated by Customer and Customer has not maintained sufficient available funds in the Authorized Account with Bank to cover them, the total amount of the insufficiency advanced by Bank Financial Institution on behalf of Customer Third-Party Sender shall be immediately due and payable by Customer Third-Party Sender to Bank Financial Institution without any further demand from BankFinancial Institution. If Bank Financial Institution elects to pay CustomerThird-Party Sender’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of BankFinancial Institution’s rights to refuse to do so at any other time nor shall it be an agreement by Bank Financial Institution to pay other items in the overdraft. PreThird-Funding Acknowledgement Prefunding is the requirement to pay in advance or immediately for all transactions processed by Bank regardless of the payment due or value date. The prefunding option authorizes Southern First to debit a pre- determined dollar amount prior to your ACH transmission file processing. Southern First Bank reserves the right to Party Sender agrees that Financial Institution may require Customer Third-Party Sender to pre-fund an account maintained at Southern First Bank prior to the Settlement Date of the ACH file. Southern First shall determine whether preThird-funding is required based on criteria established from time to time by Southern First. Southern First will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined Party Sender’s Account so that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by Customer (a) not later than 8:00 a.m. local time two (2) banking days before each settlement date; and (b) prior to initiating any Entries for which pre-funding is required. Your control account or funding account, to be debited for disbursing these payments must be a Southern First Bank Business checking account. When you send us a transaction file, we immediately verify the availability of funds in your Southern First Bank account, and if funds are available, you authorize us to immediately debit your account regardless of the payment date or value date of your payments. Funds must be in the account or the file will not be released. A systematic hold will be released on the transaction settlement date. Future dated files will require for funds to be in the account prior to the settlement date. In cases like this, you will need to ensure sufficient funds are maintained in your Third-Party Sender’s account to cover these transactions. Upon receipt of your file, we will verify availability of funds in your account. Available funds must be in your account before you send or release your file to Bank or your ACH transactions will not be processed. Remember, holds on deposited checks may limit funds availability; please plan accordingly or transfer funds via wire transfer. If you use ACH pre-funding, at the time we receive an Entry from you, in order to ensure that there are sufficient available, collectible funds in your Authorized Account linked to the ACH services to fully cover or pay the Entry when we transmit it to the ACH Operator or otherwise process the Entry, we will place an administrative hold or freeze on funds in the account that would otherwise be available. The administrative hold or freeze will be on funds in such accounts that are not then subject to another administrative hold or freeze, and that are otherwise available. The funds that will be subjected to the administrative hold or freeze will be in an amount sufficient to cover or pay the Entry, which will occur through our automatic debit of your account linked to the ACH Services—for an Entry transmitted by us at such time on the date of transmittal as we may determine, and for an Onthat Third-Us Entry at such time on the Effective Date of such Entry as we may determine. Because of the administrative hold or freeze, we will place on your account linked to the ACH services and our automatic debit of your account to cover or pay such Entry, you must have Party Sender transmits a balance of available, collectible funds in your account linked to the ACH services sufficient to cover or pay such Entry. If you do not, we may, at our sole discretion, take any series of actions we deem necessary or appropriate, including any of the following: process the Entry as if you were not using ACH pre-funding in which event you will pay to us the amount of the Entry transmitted by us; continue to try to process the Entry; suspend the Entry; or reject the Entry. For each day during which we attempt to process the Entry and we are unable to do so because there are not sufficient funds available or during which the Entry is suspended because of the insufficient funds, we may charge you a daily NSF fee at our then current commercial NSF rate, as set forth in our Fee Schedule. We may debit the accounts linked to your ACH services to recover the NSF fee we charge you and if there are insufficient funds in the account, we may recover the fees from any other accounts that you maintain with the Bank. In addition, we may recover the NSF fees in accordance with the dispute resolution provisions of this Agreement. Before we reject an Entry for insufficient, collectible funds, we will use commercially reasonable efforts to give you at least one notice that we are unable to process the Entry because of insufficient funds in your accounts linked to the ACH Services. Funds will be held or debited from your deposit account on the same day the file is received at the Bank (at least two (2) Business Days prior to the settlement date) instead of being debited on the settlement date. It is your responsibility to fund such accounts with sufficient available, collectible funds in accordance with this Section in order to avoid a rejection of an Entry by us. Our right to charge the NSF fee is not conditioned upon us providing notice to you that we are unable to process an Entry because of insufficient available, collectible funds. On-Us Entries Except with respect to rejected Entries, or in the case of an On-Us Entry, Bank shall credit the Receiver’s account in the amount of such Entry on the effective entry date contained in such Entry, provided the requirements set forth above are met. If any of those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Business Day following the effective entry date. Transactions resulting in Overdraft We have no obligation to process an electronic Entry that results in an overdraft. If we elect to process any electronic Entry for which we have not received final settlement, the amount of the Entry, at our option, will become immediately due and payable by you to us, and we will have the right to: charge the amount of the payment to your designated account, as well as any other account you maintain with us, even if an overdraft is created; and/or claim a refund from you; Per the terms of your Southern First Terms and Conditions Agreement and Disclosure, which includes common features for access, a non-sufficient funds charge or overdraft fees and interest penalty to your designated account from the date the payment is due until paid; if an overdraft is created, you agree to pay the overdraft amount and interest on such amount at such rate as we may elect to charge, not to exceed the maximum legally permissible amount, all reasonable attorney’s fees and all costs and expenses incurred by us to collect the overdraft, interest and fees; You authorize us to debit any account you maintain with us, our affiliates or subsidiaries, and to offset any amount you owe us in order to obtain payment of your obligation under this Agreement; and as security for the performance of your obligations hereunder, you grant to us a continuing security interest in your deposit accounts with us which now or at any time hereafter exist, and in any and all collateral and/or personal guaranty in which you have previously granted us a security interest and any and all collateral and/or personal guaranty in which you hereafter grant us a security interest. We shall report all Entries transmitted by us and posted to your account or which are otherwise subject to this Agreement on your periodic account statements. You shall notify us promptly of any discrepancy between the account records. If you fail to notify us of any such discrepancy within fourteen (14) days of receipt of the account statement, we shall not be liable for any other losses from your failure to give such notice, including loss of interest and you shall be precluded from asserting such discrepancy against us. For containing credit Entries submitted by you to your intended receiver, credit given by the Receiver’s financial institution is provisional until the Receiver’s bank has received final settlement through a Federal Reserve Bank or otherwise. If the Receiver’s bank does not receive such settlement for the Entry, the Receiver’s bank is entitled to a refund from the Receiver in the amount of the credit to the receiver’s account and you will not be considered to have paid the amount of the credit Entry to its Receiver. If any Entry describes the receiver of such Entry inconsistently, whether by name or account number, payment may be made by us on the basis of the account number supplied by you even if it identifies a person differently from the name of the receiver and your obligation to pay the amount of the Entry will not be waived under such circumstances. You shall retain adequate records and data to permit the retransmitting of Entries until five (5) Business Days after midnight of the settlement of any Entry and you will provide such data to us upon our request. If you choose to originate pre-notification Entries to the RDFI in order to verify the accuracy of routing and account numbers, you agree not to initiate live dollar Entries until at least three (3) Business Days following the settlement date of the pre-notification Entry. You must provide the pre-notification Entries format in compliance with the ACH Rules. In the event that you or we receive notice that there are any problems associated with the RDFI processing a requested pre-notification, (i) you will not initiate any Entry with respect to such pre-notification; (ii) if the notice is received by you, you will notify us immediately; and (iii) if the notice is received by us, we will notify you. Security Procedures for ACH Customer and the Bank shall comply with the Security Procedure requirements described in this Agreement and the Appendix with respect to Entries transmitted by Customer to the Bank. Customer acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No Security Procedures for the detection of any such error have been agreed upon between the Bank and Customer. You agree that the ACH Security Procedures are commercially reasonable. You agree that more restrictive Security Procedures could be offered, but in light of the burden of additional Security Procedures, you have carefully considered the Security Procedures and in light of the risks that you assume under this Agreement, they are reasonable procedures to protect against unauthorized access to the Services. The Bank and the Customer will follow the Security Procedures to detect unauthorized Entries prior to execution of such Entries by Bank. Access to the Service that allows for the input of Entries may be controlled through the use of Customer IDs, user Ids, passwords and other security devices. If such a Security Procedure is so assigned or otherwise offered, Customer shall use or cause such security device to be used when submitting any and all Entries to Bank. If such a security device is so assigned or offered and an Entry uses the identifying number, code or other security device, Bank may rely solely on the security device as conclusive identification of the sender. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use this Service. Customer shall not disclose any information regarding the Security Procedures that an unauthorized user would find helpful to obtain access to this Service. If an Entry received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Security Procedures with respect to such Entry, such Entry shall be deemed effective as Customer's Entry, and Customer shall be obligated to pay to Bank the amount of such Entry. You acknowledge that we reserve the right to change our Security Procedures from time to time. Customer is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with the Security Procedures described in this Agreement or in the Appendix. If Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Customer agrees to notify the Bank immediately, followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers. Without limiting the foregoing, Customer will maintain strict security over information relating to the Services and the Entries and will closely monitor personnel who have access to such informationFinancial Institution.

Appears in 1 contract

Samples: Party Sender Agreement

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