Part D sets out the conditions applicable to various payment and cash
management services provided by the Bank. By enrolling in any of these
services, the client agrees to be bound by the conditions applicable
to the service concerned described in this part.
1. Corporate file transfer
1.1 Conditions applicable to all services
The conditions of subsection 1.1 apply to the payment services and
statements accessible through the Bank’s Corporate File Transfer (CFT) platform.
To benefit from the service, the client must comply with the terms
and conditions of this agreement, complete all documents required by
the Bank and comply with the user guide given to the client when
enrolling in the service and the guidelines communicated to them as
notices or messages or by any other means the Bank may use from time
to time, in particular through its website www.nbc.ca. Each of these documents
constitutes an appendix to this agreement and becomes an integral part
of this agreement when the service is implemented. The Bank’s records
are proof that the service is provided to the client.
1.1.1 CFT
Administrator, CFT User
Administrator, CFT
Approver and CFT User
The client agrees that the CFT
Administrator and the CFT User
Administrator are authorized to represent them and authorizes the
Bank to deal with them for the authentication or use of the service.
The client may change the person designated as the CFT
Administrator or CFT User
Administrator provided they follow the Bank’s instructions on how
to do so. The client agrees that the CFT Approver and
the CFT User are
not authorized to represent them at the Bank and that they are only
authorized to carry out transactions specifically determined by the CFT
Administrator or CFT User Administrator.
The Bank will not be held liable for actions, fraudulent acts,
omissions or irregular transactions carried
out by a CFT
Administrator, CFT User
Administrator, CFT
Approver or CFT User through
the service. The client must adopt security and control measures
within their company and notify the Bank as soon as they suspect
there has been a breach in confidentiality or unauthorized use of a
Password and User Code or that an action or failure on the part of
a CFT
Administrator, CFT User
Administrator, CFT
Approver or CFT User is
likely to cause damage or loss when using a service.
1.1.2 Electronic communications
Any communication or instructions sent electronically by the client
to the Bank is deemed to have been carried out and duly authorized by
the client and, therefore, binds them. “Electronic” communications
means any form of communication that the Bank authorizes from time to
time, in particular online, by email, fax or any other electronic means.
The Bank is authorized to accept such communication as valid and act
upon it. For example, the client may communicate an instruction
electronically to the Bank in order to carry out a transaction
authorized by the Bank. The client acknowledges that a transaction
recorded on their account
statement is conclusive proof subject to their right to contest
the transaction within the prescribed timeframe.
1.1.3 User guides and security instructions
The client must consult the service user guide and comply with the
Bank’s security guidelines indicated on the Bank’s website. The user
guide is available from a Bank representative and may be periodically
modified by the Bank through a notice given to the client within a
reasonable timeframe.
1.1.4 Monitoring use of the service
The Bank may monitor and examine without notice the way in which the
client uses the service and take the measures it deems necessary to
prevent illegal or irregular use of the service, in particular
limiting, suspending, refusing or revoking access or refusing to
honour a transaction.
The Bank may notify any regulatory authority of and provide such
authority with any information relating to the monitoring of the
service and assume no responsibility with respect to the client.
1.1.5 Modifications to systems
The Bank may modify at any time its systems, including any software
used as part of the service by giving 90 days’ notice. However, if
such modifications are imposed by a governmental or regulatory
authority, the client acknowledges that this notice period may be
shorter if so required by the authority.
1.1.6 Document format, transfer to another format and proof
The client consents to (i) their communications with the Bank being
recorded, saved and used as proof in the event of a dispute between
them or in any legal or administrative proceedings in which the Bank
may be involved, and (ii) the recording of the client’s transactions
carried out by the Bank and saved on a technological or other medium
constituting proof, in the same way as written proof on paper, and
this recording being final and binding on the client.
The client acknowledges that any Items, cheques or other documents
may be transferred onto a technological or other medium that may be
used by the Bank or any participants in any interbank clearing system.
In such a case, the original version of the document may be destroyed
by the Bank without being returned to the client. The client
acknowledges that (i) any transferred Items, cheques or other
documents have the same legal value as the original version; (ii) an
Item, cheque or other document reproduced or transferred to another
medium constitutes proof of its contents and is eligible to be used as
proof in any legal or administrative proceedings; and (iii) they may
choose to receive a notice, document or other piece of information on
a technological medium if so allowed by a service provided by the Bank
and on no other medium.
1.1.7 No warranties
Subject to the provisions subsection 1.1, the Bank makes no
declarations and offers no warranties whatsoever with respect to the
quality, performance, non-occurrence of counterfeiting,
merchantability or intended use of the service for a particular means,
in particular regarding communication networks, file quality, the
actions of any intermediaries, software, any Electronic Access
Device controlled by the client or immunity in the event of a
cyberattack or other harmful act targeting the Bank’s systems and
websites. The Bank does not guarantee that the service will be free of
errors or will not be interrupted. The client acknowledges that the
Bank offers no warranties with respect to the confidentiality of
communications or instructions made electronically and accepts the
inherent risks.
In addition, as part of the intercurrency multipayment
service, the Bank does not guarantee the comprehensiveness of the
information or restrictions applicable to payments made to certain
countries using certain currencies.
1.1.8 Indemnification
The client agrees to indemnify the Bank and hold it harmless from
and against any and all damages, losses, costs, fees and expenses
suffered or incurred by the Bank and from and against any claims or
lawsuits brought against them by reason of (i) the client’s failure to
comply with their obligations as set out in the terms of the
Agreement; (ii) the Bank’s acting upon erroneous, inaccurate,
incomplete, fraudulent or unauthorized instructions from the client;
or (iii) damage or injury suffered or incurred by third parties,
including, but not limited to, a processing financial institution,
resulting from the provision by the Bank of the service at the
client’s request.
1.1.9 Dispute settlement
The client may notify the Bank of a dispute concerning a transaction
or task carried out using the service by contacting one of the Bank’s
representatives. If the representative cannot resolve the problem, the
Bank will conduct an investigation. The client agrees to cooperate
with the Bank and provide it with all information and documents,
regardless of the medium used, that the Bank may request in the course
of the investigation. The outcome of the investigation and the
reasons, if applicable, for the failure to resolve the dispute to the
client’s satisfaction will be forwarded to them. The client and the
supplier or third party must resolve any questions, complaints or
problems related to the goods and services obtained from a supplier or
third party with whom the client does business.
1.1.10 Confidentiality and security
The client and the Bank agree to keep confidential all data and
information communicated to them by the other party or to which they
may have access in connection with their function with respect to the
other party under the Agreement and to protect such data and
information in the same manner as they would protect the data and
information related to their own business.
The client and the Bank must take all commercially reasonable
measures to protect the security of electronic transmissions and
prevent unauthorized access to their systems.
1.1.11 Duration
The agreement for the service concerned will be effective for an
indeterminate period of time commencing on the enrollment date and can
be terminated in accordance with the provisions in paragraph 1.1.12 (Termination).
1.1.12 Termination
The Bank or the client can terminate the agreement at any time by
giving at least 30 days’ notice in writing.
The Bank can terminate the agreement without notice in the following cases:
a) A regulatory authority or applicable legislation requires it
to do so.
b) It has reasonable grounds to believe that the
client is violating applicable legislation and regulations, is not
complying with the Agreement or the instructions for the service or is
compromising the security of the Bank’s systems.
c) A force
majeure is identified.
d) The client is dissolved or
liquidated.
e) It determines at its discretion that it is
likely there will be an unfavourable change in the client’s financial
position that will impact a service.
1.1.13 Assignment
Access to a service may not be assigned, in whole or in part, by the
client without the Bank’s prior written consent. Termination in any
way releases the client from their obligations and responsibilities.
1.1.14 Other agreements
All terms and conditions governing agreements the client has already
signed with the Bank will remain in force and apply concurrently with
the terms and conditions hereof. In the event of any contradiction
between such agreements and these conditions, this agreement shall prevail.
1.1.15 Laws, regulations, rules and standards
The client agrees to be bound by, comply with, and adhere to all the
relevant provisions of the Canada Payments Act and all the
regulations, rules and standards in effect and applicable to the
service, including, but not limited to, confirmation requirements,
pre-notifications, waivers of pre-notifications or provisions
concerning cancellation in accordance with the rules of Payments Canada.
The client acknowledges that the payments made under the
Intercurrency Multipayment Service are governed by the Proceeds of
Crime (Money Laundering) and Terrorist Financing Act and its
related regulations. The client warrants that the payment of funds
under the service will not violate the laws applicable in the province
of Quebec or the country of the Payee’s financial
institution and, in particular, any legislation regarding anti-money
laundering and terrorist financing. Under the provisions of
the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act, the Bank will comply with certain disclosure obligations
regarding payments made to the authorities concerned and payments made
in violation of the list of undesirable persons and entities under
this Act. The client acknowledges that the Bank, at its discretion,
reserves the right to refuse a payment order for which the Bank has
valid reason to believe that it does not comply with applicable legislation.
1.1.16 Notices
Any and all notices sent by either of the parties hereto will be
deemed to have been received by the recipient thereof if delivered to
the other party at the addresses set out in the application form for
the service targeted.
Any notice will be deemed to have been received by the recipient
thereof at the time of delivery in the case of delivery by courier, or
on the fifth (5th) Business Day following the mailing thereof, or on
the day of delivery if sent electronically. Either party must notify
the other party of a change of address.
1.2 Usage conditions specific to
the pre-authorized debit service
1.2.1 Cancellation of a PAD agreement
When the client receives from a Payor clear written or verbal
instructions to cease issuing PADs or otherwise
revoking a Payor’s PAD
Agreement or authorization to issue PADs, they will do everything
necessary to cancel the PAD in the next
business, billing or processing cycle, but no later than 30 days
following the notice and will, with no further notice, cease issuing
new PADs for
such Payor and will not issue any new PADs to such Payor unless they
have first obtained a new PAD Agreement from
the Payor.
1.2.2 Re-presenting a PAD
The client may re-present a PAD returned due to
“insufficient funds” or “funds not cleared” for the
same amount as the original debit amount and within 30 days of the
original debit. No interest, service fees or other charges for
insufficient funds may be added to the original PAD amount for this
new Item.
1.2.3 Client’s obligations
The client undertakes to:
a) Sign for clearing and settlement purposes, the payee’s letter of
undertaking (this Agreement) which reiterates the mandatory elements
to be included as set out in Appendix I of Rule H1 – Pre-authorized
Debits (Payor’s PAD
Agreement);
b) As a payee, send the
electronic processes they intend to use to establish the Payor’s PAD Electronic
Agreements to the Bank, which will act as a sponsor, before they
are implemented to ensure that they are satisfactory and meet Rule H1
requirements. The forms and/or electronic processes used for the Payor’s PAD
Agreement must include all the mandatory elements set out in
Appendix II of the Payments Canada’s Rule H1 (payments.ca).
The seven mandatory elements:
Date and Signature. Authority to Debit Account. PAD Category.
Amount, Timing, or Specified Event/Action. Cancellation of
Agreement. Contact Information. Recourse/Reimbursement Statement.
c) Bring to the Payor’s attention the conditions of
the Payor’s PAD
Agreement, obtain the consent of each Payor before issuing a PAD on their account
through the service and to the extent possible, give them a copy of
the agreement after they sign it. The client acknowledges that such
agreement is necessary for the Bank to debit each PAD amount to the
Payor’s account. The client will obtain the Payor’s authorization in
proper form for each sporadic PAD in accordance
with applicable Payments Canada rules.
d) Upon request
or in case of a dispute, show proof of a Payor’s PAD
Agreement within a reasonable timeframe at the request of a Payor,
an authorized representative of the Payor (including the Payor’s
financial institution) or the Bank.
e) Inform the
Payor, before issuing PADs on their
account, of possible recourses, the meaning of the notice and the
other provisions of Payments Canada rules that are of interest to the
Payor.
f) Verify the deposit notices, vouchers,
reports and account
statements that the Bank sends to the client and notify the Bank
within the timeframe provided for in section 7 of part A hereof, of
any errors, irregularities or omissions appearing thereon in
connection with the service. At the end of such timeframe, the client
will be deemed to have examined all deposit notices, vouchers, reports
and account
statements. The data indicated on such documents will then be
definitively considered to be accurate and the client will renounce
their right to any form of recourse whatsoever against the Bank for
any PAD that
should have appeared thereon.
g) Keep a copy of the
information and data that the Bank sends to the client for a period of
10 Business
Days for reference purposes.
h) Disclose to the Bank all
the information and data necessary for use of the service, in
accordance with the methods and guidelines and within the timeframe
specified by the Bank in the service user guide, and comply with these
methods and guidelines.
1.2.4 Assignment of a PAD Agreement
The client may not assign a Payor’s PAD
Agreement that has been concluded, directly or indirectly, through
the application of legislation, a change in control or otherwise to
another party, unless:
a) In the case of assignment of a paper agreement, the Payor’s PAD
Agreement contains a prominent provision to that effect and that
they have given the Payor 10 days’ written notice before the next PAD is issued on
behalf of the assignee of all details of such assignment, including
the identity and contact information of the assignee.
b) In
the case of assignment of an Electronic
Agreement, the confirmation contains, aside from the provisions on
the compulsory form set out in the user guide, a prominent provision
for assignment to such effect and they have given 10 days’ written
notice before the next PAD is issued on
behalf of the assignee of all details of such assignment, including
the identity and contact information of the assignee.
1.2.5 Representations
The client guarantees that each Payor on whose behalf any PAD is deemed to have
been drawn or any order is deemed to have been given has signed a Payor’s PAD
Agreement or otherwise Authorized them to
issue a PAD and,
where applicable, has given them the order pursuant to such
authorization to issue a PAD as though it were
signed or otherwise Authorized by such Payor.
The client guarantees that each Payor’s PAD
Agreement or each authorization from a Payor in the case of Cash Management
PADs has been signed or otherwise duly Authorized by the
Payor in a form that constitutes permanent, but revocable, authorization.
The client guarantees that any Payor’s PAD
Agreement they use complies with the requirements set out in the
Payments Canada rules. The client agrees that the Bank can terminate
the service at any time if the client fails to comply with these requirements.
1.2.6 Software
If the client uses the Bank’s software to capture and send data
related to the service, the client acknowledges having obtained
hereunder a non-exclusive and non-transferable right to use the
software for the term hereof, the whole being subject to the agreement
which may bind the Bank to a software supplier. The client will obtain
a licence for each central processing unit. The client cannot connect
with or process data for other persons by way of telecommunication
lines or by other means.
The client undertakes not to alter or reproduce the software,
standards, documentation and user guide to which the client has access
under the service without the prior consent of the Bank. Any and all
software, standards, documentation and user guide made available to
the client under the service will remain the property of the Bank or
supplier, where applicable. The client undertakes to refrain from
disclosing the same or from making the same available to a third party
without first obtaining the Bank’s consent.
1.2.7 Validation and authorization of file transfers
By signing up for the “Validation and Authorization of File Transfers”
option, the client acknowledges that all file transfers must be
validated and approved by a CFT
Administrator or a CFT Approver other
than the person who made the file transfer. The Bank may notify the
client that a file has been sent to them. However, even in the absence
of notification or if it is not received by the client for reasons
that are out of the Bank’s control, the client must take the necessary
measures to process files within the prescribed timeframe by taking
internal measures to verify the transmission of files to the Bank on a
daily basis. The Bank is not liable if the client fails to validate
the transmission of files to the Bank on a daily basis, even in the
absence of notification from the Bank.
1.3 Conditions for use specific
to the intercurrency multipayment service
1.3.1 Client’s obligations
The client undertakes to:
a) Transmit payment orders to the Bank in Files through
CFT
b) Indicate a single Transaction
Date for all payment orders contained in a single File
c) Prepare and send the Files in accordance
with the terms and conditions specified in the user guide
d) In order for the funds transferred to be credited to a Payee’s account on the
desired date, send the File in accordance
with the deadlines set out in paragraph 1.3.4
e) Have
the destination countries and currencies for the payment orders
approved by the Bank and added to their profile
f)
Submit the payment orders in the required format as set out in
the user guide and the CFT guide and indicate in the File any information
required for the Bank to process the payment orders
1.3.2 Bank’s obligations
The Bank undertakes to:
a) At the client’s request, provide them with software to
transmit Files electronically
through CFT
b) Use the SWIFT or EUROGIRO
networks or any other similar secure electronic systems to transmit
payment orders
c) On receipt of the Files, validate
the File content
structure and format
d) Notify the client as quickly as
possible that the payment orders contained in the File cannot be
processed if the File is incomplete or
does not comply with the requirements set out in the user guide or CFT guide.
1.3.3 Payments returned
The client acknowledges that payments transmitted as part of the
service may be returned by the Payee’s financial
institution for various reasons (e.g., a closed account, death). If a
payment is returned, the amount will be credited as soon as possible
to the client’s account.
1.3.4 Payments processing
Payment orders for payments to be made by transfer will be
transmitted by the Bank to the Payee’s financial
institution (and, if applicable, through intermediary banks) and
credited to the Payee’s account on: (i)
the Transaction
Date for payments in Canadian or US dollars, or (ii) the second
Business Day following the Transaction
Date for payments in any other currency.
The client acknowledges that a payment may not be credited to the Payee’s account on the value
date indicated on the Bank’s payment order and that processing by
intermediary banks may cause delays.
For payments to be made by cheque, a cheque will be issued by a Bank
correspondent in accordance with the orders received from the client
and mailed to the Payee’s address
indicated in the File.
1.3.5 Currencies and countries authorized by the Bank
The currencies authorized by the Bank are listed in the user guide.
This list may be modified on written request by the client and the
client undertakes to contact the Bank before requesting a payment in a
currency or to a country that is not listed in the client’s profile.
The client acknowledges that restrictions may apply to payments made
to certain countries or in certain currencies (in particular for fund
outflows or exchange controls).
Payments via electronic funds transfer must be made in the legal
tender of the Payee’s country
(except in Canada where payments in USD may also be made via
electronic funds transfer).
If the currency of the payment is not the legal tender of the Payee’s country, the
payment order may be included in a File provided that
the currency of the payment is freely convertible. The client
acknowledges that any such order may be processed and charged
separately and that the Payee may not have
access to the funds within the deadlines specified in paragraph 1.3.4.
Payments by cheque are restricted to the currencies in which the
Bank’s correspondents may issue cheques.
1.3.6 Limitation of liability
Subject to the following, the Bank assumes no liability for loss or
damage, except in the event that such loss or damage is directly
attributable to negligence or willful misconduct on the part of the Bank.
The Bank’s liability will be limited to taking the necessary
measures to ensure that the service complies with the standards
normally in effect in the financial services and banking industry. In
the event of an interruption in the service following a breakdown in
the Bank’s systems or those of a third party with whom the Bank has
signed an agreement, the Bank’s liability will be limited to taking
all reasonable measures to ensure the service is restored as quickly
as possible.
The client acknowledges that their transactions may be refused in
accordance with the compliance regulations adopted by the Bank to
prevent money laundering and terrorist financing.
The Bank will not be liable for loss or damage resulting from the following:
· Actions, negligence or omissions by any other person
(including any other correspondent financial institution), excluding
representatives and employees of the Bank acting in compliance with
the specific instructions of the Bank.
· Actions,
negligence or omissions by the client, the client’s representatives
and their CFT
Administrators, CFT User
Administrators, CFT
Approvers and CFT Users.
· Incorrect or incomplete data or information provided to the
Bank or their representatives or agents.
· Failure by
the client to check reports sent to them by the Bank.
·
Failure by the client to notify the Bank within the prescribed
timeframe of an error or irregularity, despite any previous agreements
between the Bank and the client.
· Actions, omissions,
fraud or irregular transactions carried out through the use of the
service by any third parties who breaches the client’s access or
security systems.
· Failure of communication methods
and networks or functionalities of a supplier or third party with whom
the client does business. The client accepts all the risks inherent in
the communication and transmission of information on such
networks.
· Force majeure or any situation beyond the
Bank’s control, including a failure or breakdown in communication
systems over which the Bank has no control or cyberattacks through
saturation techniques or otherwise.
· Failure of a
supplier or third party to credit any amount whatsoever to the
client’s account following a request by the client or the application
of additional charges by the supplier or third party, in particular,
late payment charges or penalties.
· Viruses or other
malware received by accessing the Bank’s website, service, tools or
applications, as well as problems, bugs, errors or inaccuracies on the
Bank’s websites, service, tools and applications.
Under no circumstances can the Bank be held liable for indirect,
special, exemplary or incidental damages or damages for loss of
income, actions, deeds, acts or omissions by any network supplier, any
problems with the software the client uses or damage suffered by the
client, their representatives, CFT
Administrators, CFT User
Administrators, CFT
Approvers and CFT Users in the
event of an accident, act of aggression or theft when using the
service while on the premises where it is made available or in the
event the Agreement is cancelled.
All information the client accesses via the service is for
information purposes only. The Bank is not liable for any loss or
damage of any nature whatsoever resulting from the communication of
this information and the use of this information by the client.
1.3.7 Rules applicable to payment instructions
The client acknowledges that the payments made under the service are
governed by the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act and its related regulations. The client warrants
that the payment of funds under the service will not violate the laws
applicable in the province of Quebec or the country of the Payee’s financial
institution and, in particular, any legislation regarding anti-money
laundering and terrorist financing. Under the provisions of
the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act, the Bank will comply with certain disclosure obligations
regarding payments made to the authorities concerned and payments made
in violation of the list of undesirable persons and entities under
this Act. The client acknowledges that the Bank, at its discretion,
reserves the right to refuse a payment order for which the Bank has
valid reason to believe that it does not comply with applicable legislation.
1.3.8 Software
If the client uses software provided by the Bank, they are granted a
non-exclusive and non-transferable right to use the software for the
duration of the Agreement. The client undertakes not to amend,
distribute to any third party or reproduce (in whole or in part) the
software or the user guide. The software remains the property of the
Bank and must be returned to it on request. Furthermore, the client
acknowledges that the Bank shall not be held liable for any damage
caused to the client’s computer systems or data as a result of the use
of the software.
1.4 Conditions for use specific
to the BAI account statement service
1.4.1 Client’s obligations
The client undertakes to:
a) Send to the Bank the List of
Accounts that they want to be integrated into the service and the
list of agents authorized to access the service and to immediately
inform the Bank of any changes
b) Provide the Bank upon
request (verbal or otherwise) the information required to fulfill the Agreement
1.4.2 Bank’s obligations
On receipt of any new List of Accounts,
the Bank undertakes to change the account's numbers already integrated
into the service.
1.5 Conditions for use specific
to the bill payment and computerized deposit processing services
1.5.1 Client’s obligations
The client undertakes to:
a) Use Payment Stubs,
envelopes, deposit slips, bills and any other documents required as
part of the service that complies with the Bank’s specifications. All
the required information on said documents must be accurate and, if
applicable, comply with the Payments Canada rules.
b) Use the CCIN in effect, when
required, as part of the service. The client must use the CCIN solely for the
purposes set out in the Agreement and not for any other purposes that
hinder or could hinder the processing of payments or payment
Items not covered herein.
c) Use the Concentrating Agent
Service exclusively and not any other similar service provided by
another financial institution. The client can choose different options
for the Concentrating
Agent Service, such as processing of electronic and paper
payments, and manual or automated processing, as determined herein.
1.5.2 Bank’s obligations
The Bank undertakes to credit the client’s account specified on the
application form the amounts it collects on the client’s behalf.
Amounts collected via Automated
Services will be credited to the account no later than two Business
Days following the Payment Date.
1.5.3 Dispute settlement
The client may notify the Bank of a dispute concerning a transaction
or task carried out using the service by contacting one of the Bank’s
representatives. If the representative cannot resolve the problem, the
Bank will conduct an investigation. The client agrees to cooperate
with the Bank and provide all information and documents, regardless of
the medium used, that the Bank may request in the course of the
investigation. The outcome of the investigation and the reasons, if
applicable, for the failure to resolve the dispute to the client’s
satisfaction will be forwarded to them. The client and the supplier or
third party must resolve any questions, complaints or problems related
to the goods and services obtained from a supplier or third party with
whom the client does business.
1.5.4 Client’s representation
The client represents that their own customers will have paid any
amount owed in full or in part on the Payment Date.
1.6 Conditions for use specific
to the cheque reconciliation service
1.6.1 Client’s obligations
The client undertakes to:
a) Issue cheques using proper controls in order to prevent
losses, including those that could result from the actions of their
employees and representatives, and they further undertake to send
the Issued Cheques
File to the Bank before sending such Issued Cheques to
the payees.
b)
Verify, upon receipt, the Report of Paid Cheques Not
Transmitted and any reconciliation and management reports sent to
them by the Bank and to notify the Bank of any cheque they refuse to
honour before 2 p.m. (Eastern Time) on the same day the report is
received. After this deadline and notwithstanding any agreements that
may have been entered into between the Bank and the client, all
cheques will be deemed to have been accepted by the client and they
will not be able to make any claim in relation to such cheques or
dispute such cheques unless the endorsements thereof are forged or
unauthorized.
c) Verify the information in the Summary
Report of Issued and Cancelled Cheques Received that the Bank sends
them electronically on the day following receipt of the Issued Cheques
File. The client will notify the Bank (i) of any discrepancy
between the amounts indicated on the Issued Cheques
File and on the Summary Report of Issued and Cancelled Cheques
Received or (ii) if they do not receive this report.
d) Send
the Bank another Issued Cheques
File, at the Bank’s request, if the Bank is unable to properly
process this file.
e) Comply with the printing guidelines of
the Bank and with the rules and standards of Payments Canada as
described in the user guide. The Bank will not be bound to provide
the service if
the client does not comply with said standards.
f)
Use Internet Banking Solutions – Businesses to perform any searches
and other operations with respect to their cheques.
1.6.2 Bank’s obligations
The Bank undertakes to:
a) Provide the client with any reports to which they have agreed
according to the frequency agreed upon between the parties
b) Provide the service promptly to satisfy the needs of the
client in accordance with the provisions hereof
c) Reconcile the cheques cleared with the Issued Cheques
File received from the client on a daily basis
d) Provide the client with their Report of Paid Cheques Not
Transmitted before 8 a.m. (Eastern Time) on the second Business
Day following the date on which these cheques were processed
e) Keep cheque images on a technological report for seven years
as the original paper cheques are destroyed
1.6.3 Validation and authorization of file transfers
By signing up for the “Validation and Authorization of File Transfers”
option, the client acknowledges that all file transfers must be
validated and approved by a CFT
Administrator or a CFT Approver other
than the person who originally made the file transfer. The Bank may
notify the client that a file has been sent to them. However, even in
the absence of notification or if the notification is not received by
the client for reasons that are out of the Bank’s control, the client
must take the necessary measures to process files within the
prescribed timeframe by verifying the transmission of files to the
Bank on a daily basis. The Bank is not liable if the client fails to
validate the transmission of files to the Bank on a daily basis, even
in the absence of notification from the Bank.
1.7 Conditions for use specific
to the Accelerated Transfer service
1.7.1 Client’s obligations
The client undertakes to:
a) Deliver an authorization to each financial institution
at which deposits and accelerated transfers will be posted, whereby
the client agrees to the transfer of funds to the Bank whenever the
Bank draws debits.
b) Communicate to the Bank, in
accordance with the established procedure, the amount to be
transferred daily, and to do so before 9 p.m. every Business Day for
deposits from other institutions. The client acknowledges that after
9 p.m., the Bank will not accept any changes to the information
already communicated.
c) Agree to the transfers being
made electronically if the deposits are made to a Bank branch. Deposits made in the
same day will be considered as one transfer and the total amount of
these deposits will be transferred.
d) Examine the daily
deposit reports delivered by the Bank and notify the Bank immediately
of any errors, irregularities or omissions regarding current
operations carried out through the service.
e) Upon expiry
of the 45-day period provided for subsection 7 of part A hereof, the
client will have examined all the reports described in the previous
paragraph and have found them to be compliant and without error,
barring of course any Items previously indicated as wrong or false.
The client also acknowledges that after such period, no claims may be
made and any claims which are made after this period will then be
prescribed or barred by limitation.
1.7.2 Bank’s obligations
The Bank undertakes to credit the client’s main account on the same
day for the total credits received before 9 p.m. on each Business Day.
All pre-encoded debits and electronic debits drawn by the Bank shall
be deposited in the account
designated by the client.
1.8 Conditions for use specific
to the Direct Deposit service
1.8.1 Client’s obligations
The client undertakes to give the Bank, within the timeframe
indicated in the user guide, all the information required for the Bank
to make the Deposits, in
accordance with the written instructions issued by the Bank from time
to time and given to the client. The client acknowledges that the Bank
is not bound to make the Deposits requested by
the client if there are insufficient funds in the account it has
designated for the service.
1.8.2 Bank’s obligations
The Bank undertakes to:
a) Transfer the Deposits to the
designated payees on the Deposit Date, if
the Deposits are
made to a National Bank account.
b) Transfer the Deposits to other
banks or financial institutions governed by Payments Canada, the Bank
will transfer the Deposits to these
banks or financial institutions in time for them to be transferred on
the Deposit Date.
2 Conditions of the Cash
Management service MT940/101
The conditions set out in section 2 apply to the wire transfer and
reporting service using the interbank communications network SWIFT.
2.1 Description of service
This service is used to carry out the following transactions:
a. The transmission of account
statements in MT940 format, setting
out in detail the transactions in the Designated
Account(s) (MT940 sent by the
Bank, “MT940 OUT”), to an
affiliate of the client.
b. The transfer of funds from a Designated
Account upon receipt of and in accordance with a transfer order
received in MT101 format (MT101 received by the
Bank, “MT101 IN”).
2.2 Procedure
MT940 OUT
If the client selects the MT940 OUT option, the
client agrees and authorizes the Bank to transmit the Account
Statement in MT940 format to a SWIFT
Intermediary (designated by the client in the application form) to
be subsequently remitted to the Authorized Ordering
Party (designated by the client in the application form). If
the Authorized
Ordering Party has direct access to the SWIFT network (SCORE model), the Account
Statement will be forwarded directly to the Authorized Ordering Party.
The Account
Statement will be prepared and forwarded by the Bank based on the
frequency specified by the client. Unless expressly indicated
otherwise, the information and balances indicated in an Account
Statement are up-to-date at the close of the Banking Day (in
Montreal) preceding its transmission.
MT101 IN
If the client selects the MT101 IN option, the
client agrees and authorizes the Bank to process any transfer order
received (in MT101 format) from
a SWIFT
Intermediary (designated by the client in the application form) by
debiting the requested amount to the Designated
Account and transferring it in accordance with the instructions in
the MT101 received.
If the Authorized
Ordering Party has direct access to the SWIFT network (SCORE model), the
Bank is authorized to process, in the same manner, any transfer order
received (in MT101 format) from
such Authorized
Ordering Party. It is understood that the Bank’s sole obligation
with respect to prior diligence will be to verify that the client’s
designation in the application form matches the SWIFT
Intermediary (or as applicable, the Authorized Ordering
Party) and the information included in the MT101 received via SWIFT matches.
Furthermore, the client acknowledges that any transfer order received
in MT101 format
may not be revoked once it has been entered into the Bank’s processing system.
2.3 Liability and interpretation
Prior to processing any request for information (MT940 OUT product) or
a transfer request (MT101 IN product),
the SWIFT
Intermediary may require the Authorized Ordering
Party to sign their standard agreements to execute such requests.
Furthermore, the SWIFT
Intermediary may require acceptance of their own conditions
applicable to exchanges (between the Bank and the SWIFT Intermediary)
of SWIFT messages MT940 and MT101. The Bank
cannot be held liable for any delays caused by the implementation of
the service owing to the negotiation of such conditions.
The client acknowledges that the Bank relies solely on the
information and data provided in the MT101 and will not
assume any liability with respect to this information. Moreover, the
client acknowledges that the payment made in execution of an MT101 may be credited
solely based on the payee’s account number
provided in the MT101, even if this
number corresponds to a different person.
The client acknowledges and agrees that sending an MT940 for a Designated
Account does not replace the bank statement sent in accordance
with the General conditions of this agreement and does not alter the
provisions of such agreement pertaining to the client’s review of
statements. In the event of a discrepancy between the data of an MT940 and the content
of an account
statement periodically issued by the Bank, the latter will take precedence.
It is agreed that the transmission by the Bank of an MT940 is done at the
client’s express request and, as such, cannot be considered an
unauthorized disclosure of confidential information or data. Moreover,
as part of the service, the Bank is also authorized to exchange freely
any information and documents required to carry out the transactions
with the SWIFT Intermediary.
If the Designated
Account is closed, the service will also be considered cancelled
with respect to the transactions relating to the closed Designated Account.