Document 6437621

WIRE TRANSFER SERVICE AGREEMENT
This Wire Transfer Service Agreement (this “Service Agreement”) is between TowneBank (the “Bank”) and
(the “Member”) (Tax ID #
) as of the date set
forth beneath the Bank’s signature on the signature page hereof.
Introduction
This Service Agreement governs the Member’s use of the Bank’s wire transfer service. Under this Service
Agreement, the Member authorizes the Bank to act upon all requests to transfer funds by wire, from the Member’s
Deposit Accounts maintained at the Bank (as listed on Schedule B or Schedule C or as such list of accounts are
modified from time to time in writing by an authorized company representative) and made by the Member’s authorized
representatives (either as established through the Member’s online banking service or as listed on Schedule C and
called “Authorized Users”). These requests can be made by telecopier, telephone, or by our online banking Service, to
any of the Member’s other accounts maintained with the Bank or with other financial institutions, and to any accounts
of third parties maintained with the Bank or with other financial institutions. This Service Agreement also authorizes
the Bank to act upon such transaction requests on the date received (if received before deadlines established by the
Bank on a Business Day) and to use any means the Bank considers suitable in the Bank’s discretion to effect such
transactions.
This Service Agreement is executed and delivered pursuant to the terms of, and is governed by, that certain
Business Banking Service Agreement between the Member and the Bank (as from time to time amended,
supplemented and replaced, the “Master Agreement”). Terms used in this Service Agreement and not otherwise
defined herein shall have their respective meanings as set forth in the Master Agreement.
Agreement
The Member hereby agrees to the following:
1.
Procedures. The Member agrees to make all transaction requests according to the procedures the Bank
establishes, and the Bank agrees to provide these procedures to the Member. The Bank may revise these procedures
from time to time upon notice to the Member; however, the Bank may implement immediately any procedures that
any third party wire transfer system imposes upon them, followed by notice to the Member. The Bank may, but is not
required to, act upon any transaction request made in accordance with the procedures or the terms of this Service
Agreement. The Bank is not required to act upon any transaction request which exceeds the Member’s available
balance on account with the Bank or which the Bank is unable to authenticate to its satisfaction. Nevertheless, the
Member shall be liable for any funds transfer pursuant to proper instructions by an Authorized User whether or not
such amount exceeds the Member’s available balance. At any time the Bank may require the Member to confirm a
transaction request.
2.
Security and confidentiality. The Bank will assign identification codes (PINs), User ID’s, or security tokens,
as applicable, which the Member will use in making transaction requests. The Member agrees to exercise reasonable
care to prevent the disclosure of such ID’s, codes, or tokens, or of any Security Procedure relating to the transaction to
any individual within or outside of its organization, except to its Authorized Users. The Member agrees to comply
with the attached Security Procedure Addendum – Schedule A. The Member agrees that the security procedures
recommended by the Bank on Schedule A are commercially reasonable for its purposes. The Member agrees to
establish and maintain reasonable procedures to assure the confidentiality of the codes, PINs, User IDs and tokens,
and notify the Bank immediately upon learning that any code or Security Procedure has become known by any person
other than the Member’s Authorized Users or, in the case of an Authorized User set forth on Schedule C, when said
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Authorized User leaves the Member’s employment. The Bank reserves the right to change the identification codes or
Security Procedures at any time upon notice to the Member. The Member agrees to be bound by any payment order
(whether or not authorized) issued in the Member’s name and accepted by the Bank in compliance with the Security
Procedure selected by the Member. For quality assurance purposes, all telephone correspondence regarding wire
transfer requests may be conducted on a recorded line.
3.
Revocation, cancellation or amendments. If an Authorized User of the Member revokes, cancels or amends
any previously issued transaction request, the Bank shall not be obligated to refund any monies to the Member until
acceptable evidence has been received by the Bank that the transaction has been satisfactorily terminated or amended
as to all parties, including the replacement of all funds, if deemed necessary by the Bank, which were transferred by the
bank to effect the transaction request. Any refund shall be less all charges and expenses incurred by the Bank and the
Bank’s agents in connection with the transaction request, whether such revocation, cancellation, or amendment was
successful.
4.
Incoming transactions. If the Member requests on Schedule D, the Bank will use its best efforts to notify
the Member of incoming transactions in any manner that the Bank deems acceptable within a reasonable time
following receipt of such transaction. However, the Bank assumes no liability (including interest or attorney’s fees) for
failure to give such notice.
5.
International Payment Orders. Subject to the next paragraph, if the Bank receives a U.S. Dollardenominated international payment order, then the Member hereby instructs the Bank either to:
(a)
Convert the amount of such payment order into the currency (the “Foreign
Currency”) of the country in which the beneficiary’s bank is located (at the Bank’s sell rate for the
Foreign Currency in effect on the date the Bank executes such payment order), execute such
payment order by issuing a payment order for the corresponding amount of the Foreign Currency,
and forward to the beneficiary’s bank the relevant currency conversion data; or
(b)
Execute such 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 Foreign Currency (at such
intermediary bank’s sell rate for the Foreign Currency in effect on the date such intermediary bank
executes such payment order).
Notwithstanding the foregoing, if the Member does not indicate in the international payment order that the
beneficiary’s account is denominated in US Dollars, the Bank reserves the right to convert the payment order into the
Foreign Currency, except when: (i) the payment order involves an intermediary bank, (ii) the payment order exceeds a
“conversion cap” specified by the Bank, (iii) the Foreign Currency is not eligible to be converted, or (iv) the Member
has given the Bank a “No-Conversion” order.
The Bank believes the conversion of U.S. Dollar-denominated international payment orders into the Foreign
Currency before they are executed by the Bank may offer several benefits to the Member and/or the beneficiary,
including earlier conversion, better exchange rates and expedited availability of funds. Nevertheless, the Member is
solely responsible for determining if the conversion of a U.S. Dollar-denominated international payment order into the
Foreign Currency is prudent and consistent with the Member’s contractual and other obligations to the beneficiary. If
such conversion is not consistent with those obligations, the Member should give the Bank a “No-Conversion” order
along with the international payment order. Moreover, if the 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, the Bank will seek an instruction from the Member as to whether the Bank should remit those sums to
the beneficiary’s bank (in which event, they will be charged to the Accounts). The Member understands that engaging
in transactions involving Foreign Currency, and the conversion of US Dollars to and from Foreign Currency, involves
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several risks, including the volatility of exchange rates, the political, technological or economic situation in the foreign
country, United States Government regulation of such transactions, and non-business day or weekend risks. The
Member agrees to indemnify and hold the Bank harmless from and against any liability, loss or damage incurred by the
Member or the Bank in connection with any losses or claims arising from the Bank’s compliance with any international
payment order.
Information regarding the current “conversion cap” and those currencies eligible for conversion may be
obtained by contacting the Bank. In that regard, the Bank may determine the eligible currencies without regard to
whether it trades those currencies generally. If the Member desires to ensure that the Bank executes an international
payment order in a currency other than U.S. Dollars, then the Member should denominate the 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, the
Bank will convert the funds from the applicable Account into the requested currency (at the Bank’s sell rate for that
currency in effect on the date Bank executes said international payment order). Any returned funds will be converted
by the Bank into U.S. Dollars at the Bank’s then current buy rate for that currency on the day of return. The 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.
The Member hereby instructs the Bank that it may (i) obtain payment of its charges for services and expense 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 (ii) instruct any subsequent receiving
bank to obtain payment of its charges in the same manner.
6.
Fees and Charges.
The Member agrees to pay the Bank for the services provided under this Service
Agreement in accordance with the Bank’s Treasury Services Fee Schedule, as from time to time in effect.
7.
Entire Agreement. This Service Agreement incorporates by reference all the terms of the Deposit
Agreement, as well as Master Agreement and other Account Documents, the corporate resolution or similar
authorization, governing the Accounts. In the event the Bank has not received from the Member a current Deposit
Agreement or corporate resolution or similar authorization, the terms of the Deposit Agreement or corporate
resolution or similar authorization customarily used by the Bank are hereby incorporated herein by reference and shall
govern the Accounts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
officers:
ACKNOWLEDGEMENT:
MEMBER:
BY:
(Authorized Person - Printed Name)
TOWNEBANK:
BY:
(Printed Name)
(Authorized Person - Signature)
(Authorized Signature)
TITLE:
TITLE:
DATE:
DATE:
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WIRE TRANSFER AGREEMENT
SCHEDULE A – SECURITY ADDENDUM
Select method by which wire requests will be initiated:
TowneBank Online Wire System
The Bank is authorized to honor, execute and charge the Account(s) for all funds transfer instructions when such instructions are received
electronically from a Member through use of the TowneBank wire transfer system. Each Authorized User (as established by the Online
Banking Manager or User Administrator on TowneBank’s business online banking Service) of TowneBank’s wire transfer Service
accesses the system through a combination of a user ID #, a unique password and a token code validation (collectively, “ID”). It shall be
the sole responsibility of the Member to secure the ID and access to TowneBank’s wire transfer Service. The effectiveness of the security
of the Authorized ID depends on the Member’s maintaining the security of the ID and limiting access to the Service to Authorized Users.
Anything that permits any other party besides the Authorized Users of the Member to learn the ID and enables the outside party to input
information into the TowneBank wire transfer system destroys the safeguard of the ID and the protection of TowneBank’s wire transfer
Service.
GoID Token Code. In addition to the security procedures set forth above, the Bank recommends the use of a security token provided to
the Member by the Bank, whereby the Member is required to enter a valid token code in order to initiate or approve a wire transfer
request.
Under this option, the Bank is hereby directed to complete all funds transfer instructions received from the Member using the Service and
the Bank shall have no liability for performing all funds transfer instructions submitted through the Service as long as the Bank complies
with the instructions received. Member acknowledges and agrees that it has sole responsibility for the security of its ID and access to the
Service, and agrees to hold the Bank harmless for complying with all instructions received from the Member in connection with the
Service. Member agrees that the Bank shall not call the Member to verify the authenticity or accuracy of any funds transfer
instruction and that the Bank shall have no liability for performing each funds transfer instruction without verifying the
instruction with the Member. Schedule B forests forth the Online Banking Manager set-up and list of authorized contacts.
TowneBank wires submitted by telephone with callback verification to a person different than person submitting the request:
The Bank is authorized to honor, execute and charge the account(s) for all funds transfer instructions when such instructions are received
by telephone from any of the persons named as an “Authorized User”. Each Authorized User will be assigned a unique personal
identification number (”PIN”). The effectiveness of the security of an Authorized User identification will depend on the Authorized
User’s maintaining the security of said person’s PIN. Anything that permits any unauthorized person to learn both the account number
and the PIN destroys the password safeguard of the PIN. When initiating a funds transfer request, the Authorized User must contact the
Bank and provide specifics of the funds transfer request and the PIN. The Bank will call back to a different Authorized User to
confirm and verify the funds transfer request. A PIN must be used to identify the individual verifying the wire instruction.
TowneBank wires submitted by telephone or telecopier with callback verification to the same person submitting the request:
The Bank is authorized to honor, execute and charge the account(s) for all funds transfer instructions when such instructions are received
by phone from any of the persons named as an “Authorized User”. Each Authorized User will be assigned a unique personal
identification number (“PIN”). The effectiveness of the security of an Authorized User identification will depend on the Authorized
User’s maintaining the security of said person’s PIN. Anything that permits any unauthorized person to learn both the account number
and the PIN destroys the password safeguard of the PIN. When initiating a funds transfer request, the Authorized User must phone the
request to the Bank and provide specifics of the funds transfer request. Instructions for a funds transfer from a Member’s account will be
verified by a call back to ANY Authorized User, including the same Authorized User who provided the instruction. A PIN must be
used to identify the individual verifying the wire instruction. Schedule C sets forth the Authorized Users and Schedule E sets forth
procedures for the waiver of the recommended Security Procedure.
__________ Initials of Authorized Company Officer
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WIRE TRANSFER AGREEMENT - SCHEDULE B
LIST OF AUTHORIZED CONTACTS
TO BE USED ONLY WHEN MEMBER INITIATES WIRES THROUGH ONLINE SERVICES
Member Name and Address:
Account Number(s)
Online Banking Manager Set-Up:
Daily company limit on Wires:
Require Dual Control for all users for all wire requests:
YES (recommended)
NO (if chosen, complete Schedule E)
Require same user approval of wires entered:
Yes
No (Not dual control)
Number of Tokens:
Contact Person(s) for error resolution:
(Please Type or Print)
Telephone Number
Include Area Code
Type (Checking, Savings)
This Schedule of authorized contacts is hereby incorporated into the Wire Transfer Agreement between Member and Bank.
This schedule will be used only when wire requests are initiated online and no PINs are required. This schedule may be amended
only in writing and in accordance with the Wire Transfer Agreement. The Bank will rely on this schedule as an integral part of the
security it employs.
Date :
Name:
Title:
Signature:
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WIRE TRANSFER AGREEMENT - SCHEDULE C – AUTHORIZATION RESOLUTION
LIST OF AUTHORIZED USERS (“AUTHORIZERS”) FOR REQUESTS SUBMITTED VIA PHONE OR FAX
Member Name and Address
Account Number
Type
Dollar Limits
To Initiate Wire
To Verify Wire
Authorized User
(Please Type)
Caller ID
(First initial of the first,
middle and last name ,
plus last four digits of
social security number)
Signature of Authorized User
Telephone Number
Include Area Code
(Due to security concerns
cellular phones for this
use are discouraged.)
Initiate By
Template
Only
(indicate
with Y)
Amount Per Wire
Amount Per Wire
Maximum Daily
Total
Maximum Daily
Total
This list of Authorized Users is hereby incorporated into the Wire Transfer Agreement between Member and Bank and supersedes any prior list of Authorized Users. This list may be
amended only in writing and in accordance with the Wire Transfer Service Agreement. The Bank will rely on this list as an integral part of the security, which it employs.
(If the Corporate Resolution of the
Member requires two signatures to sign
checks or make withdrawals, then two
persons with Corporate authority are
required to sign this form.)
Date :
Name:
Title:
Signature:
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WIRE TRANSFER AGREEMENT
Schedule D: Notification Options for Incoming Wires
Notification Options
FAX all incoming wire notifications and outgoing wire notifications to:
EMAIL all incoming and outgoing wire notifications to the following
EMAIL all incoming wire notifications to Primary Contact and all outgoing wire notifications to sending representative
__________ Initials of Authorized Company Officer
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WIRE TRANSFER AGREEMENT
Schedule E: Member Waiver of Recommended Wire Transfer Procedure
As part of the Bank’s procedures for submitting outgoing wire transfer requests provided to the Member listed
below, outgoing wire transfer requests require the expressed approval, via phone with PINs or via Internet
authorization, of two (2) Authorized Users of the Member. One Authorized User submits the request and the other
Authorized User approves the request.
The Member has considered the recommendation to have two (2) Authorized Users approve each outgoing
wire transfer request, but requests that the Bank accept and process outgoing wire transfer requests with the approval
of only one Authorized User.
The Member hereby waives any protection offered by the use of the procedure recommended by the Bank.
The Member agrees to be bound by any payment order (whether or not authorized) issued in the Member’s name and
accepted by the Bank in compliance with the above Security Procedure selected by the Member.
Accepted by Member:
BY:
Accepted by Bank:
BY:
(Authorized Person - Printed Name)
(Printed Name)
(Authorized Person - Signature)
(Authorized Signature)
TITLE:
TITLE:
DATE:
DATE:
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