Business Electronic Banking Agreement

Legal Disclaimers
ColeTaylor Online Business Electronic Banking Agreement


Click here for printable PDF

What this Agreement Covers.
This Agreement governs the use of Cole Taylor Bank's Online Business Electronic Banking, Make Payments and Telephone Banking Services (collectively, "Service"). In this Agreement, the words "you" and "your" mean each account owner. If there is more than one owner, the term "owner" shall mean each account owner separately, and all account owners jointly. The words "we", "us", "CTB" or "our" refer to Cole Taylor Bank.This Service is restricted to use for business customer accounts, defined as customers that are not consumer, family or household customers. You agree that your use of any Service with respect to the account(s) for which you have signing authority (collectively, "Designated Accounts") shall be undertaken subject to the terms and condition of this Agreement. Your accounts remain subject to our Rules and Regulations Regarding Deposit Accounts (the "Rules"). You agree to review the terms of this Agreement and the Rules before initiating the first use of any Service, and further agree to review any updates thereto that we may provide from time to time. In the case of any conflict between this Agreement and the Rules, the provisions of this Agreement will prevail to the extent necessary to resolve the conflict.

All references to time of day in this Agreement refer to prevailing time in Chicago, Illinois. The term "business day" means each day except Saturdays, Sundays and federal holidays.

Designated Company and Authorized Users
In order to use the Service, we require you to execute this Agreement and complete Exhibit A, attached hereto and fully incorporated herein, which requires you to designate the company that will be set up to utilize the Service and allows you to appoint and assign an individual (the "Authorized User") to utilize the Service. You are solely responsible for all transfers, transactions and other activity in your Designated Accounts effected through the Service by your Authorized User regardless of whether or not it is actually authorized.

If you access a Designated Account ordinarily subject to instructions requiring the signatures of more than one individual for checks or other transactions, you understand and agree that we may, without any liability, disregard such instructions when acting on your online instructions under the Service.

Access Codes and Effect
You will choose a User ID, User Name, Customer Access Code, Password, Personal Identification Number or other identification number (collectively, "User Access Code") which is needed to access the Designated Accounts via the Service. You agree not to give the User Access Code to any person not authorized to access the Designated Accounts and to otherwise keep the User Access Code confidential. You accept all liability that legally can be imposed on you for each use of the User Access Code, whether or not each use is authorized by you. Access to the Service is subject to the User Access Code and in addition may also be subject to the use of certain numbers, codes, marks, signs, site keys, images, captions, challenge questions or other means establishing your identity to us. All electronic communications that meet these requirements will be deemed authorized by you, valid and authentic. You authorize us to carry out instructions given to us through the Service as if those instructions were written orders or checks, as the case may be bearing your signature. We are responsible for acting only on those instructions sent through the Service which are actually received, and neither we nor any agent or independent contractor ("Service Providers") assume any responsibility for malfunctions in communications facilities or equipment not under our or the Service Providers control. Neither we nor the Service Providers shall be responsible for any losses, errors, failures or delays in the transmission of instructions caused by the malfunction or failure of your hardware or software, arising out of the use of any access service or relating in any way to any computer virus. You are solely responsible for obtaining, installing, maintaining and operating all computer hardware and software, and for obtaining all services (including Internet access services) necessary for accessing and using the Service.

The use of a User Access Code and the related procedures described above are security procedures for banking transactions performed with the Service. You acknowledge that you have reviewed these procedures in light of the size, frequency and amount of your transactions and find them to be commercially reasonable.

If you lose your User Access Code or at any time you believe or suspect that someone has or is using your User Access Code or that the security of your Designated Accounts has been compromised, please notify us immediately by calling (847) 653-7474 and speaking with one of our customer service representatives. Failure to notify us immediately may result in losses to your Designated Accounts. We will never ask you for your User Access Code and you should never include your User Access Code in any email or written communication with us.

Fees and Charges
You are responsible for any fees or charges for underlying banking services as specified in the Corporate Fee Schedule(s) as amended from time to time. Any such fees or charges will be debited from the applicable Designated Account. You will be notified, as required by applicable law, of any changes CTB makes to current Corporate Fee Schedule for use of the Service.

Online Business Electronic Banking
You may use Online Business Electronic Banking to access a variety of banking services. You may: (a) transfer funds between Designated Accounts; (b) obtain current balance and other account information; (c) review images of cleared checks; (d) obtain loan account information; (e) request stop payment on checks; (h) submit check reorder requests; (i) pay bills; (j) request expedited bill payments ("Expedited Payment"); (k) transfer funds between Designated Accounts and accounts at other financial institutions ("External Accounts") that are located in the United States and have valid ABA routing numbers ("Approved Financial Institutions") and obtain other services which we may add to the Service, from time to time. Please refer to the Section entitled "External Transfers Service" below for information regarding your ability to designate External Accounts and transfer funds to or from External Accounts. When you instruct us to transfer funds between Designated Accounts and/or External Accounts, you authorize us to withdraw the necessary funds from the specified Designated Account in accordance with your instructions. Subject to the following provisions, any transactions or transfers will occur on the day designated by you. We reserve the right not to allow any transactions or make transfers, which would exceed the balance of available funds in the account from which the funds are being transferred. Subject to the Rules, transfers or transactions initiated or scheduled on days which are not business days and same-day transfers or transactions initiated after 8:00 P.M. Central Time (CT) will be processed on the next business day. You agree that we and the Service Providers shall have no responsibility or liability for any damages, expenses, charges or liabilities which may occur as a result of any failure, delay or omission on the part of us or the Service Providers, except as may be imposed by law. Make Payments.
You may direct CTB to make payments from any Designated Account that is a checking account to third parties ("Payees") that you have selected in advance to receive payment through the Service's bill payment service ("Make Payments"). CTB reserves the right, in its sole discretion, to refuse to allow certain Payees to be part of Make Payments. For example, payments may be made only to Payees with a U.S. payment address. Further, you may not make a payment of alimony, child support, taxes, or other governmental fees or court directed payments through Make Payments.

  1. Make Payments. You may use a personal computer to electronically direct CTB to make payments from your checking account to Payees whom you have selected in advance to receive payments through Make Payments. You may make payments through Make Payments to any business, merchant or professional that generates a bill or invoice for products or services provided to you and that has an address CTB can verify. You may also make payments through Make Payments to individuals.
  2. Using Make Payments. To gain access to Make Payments you must sign on to CTB's Online Business Electronic Banking with your User ID and Password. In order to activate this service, select Make Payments from the Online Business Electronic Banking menu and follow the instructions onscreen. By using Make Payments, you agree not to give or make available your User ID and Password to any person not authorized to access your account. To use Make Payments, you must provide information online to CTB about a Payee to permit CTB to properly direct a payment and to permit the Payee, upon receipt of a payment, to identify you as the payment source. You do this by filling in all required fields.
  3. Types of Make Payments.You will be able to set up the following: (1) Single payment: You may schedule a payment to be made one time to a Payee. The payment may be scheduled to be made at a future date or on the same day that you enter the payment information on Make Payments. A same day payment must be scheduled by 8:00 P.M. CT on a business day in order for the payment to be initiated (deducted from your account) on the same day. (2) Pay automatically: You may schedule payments to Payees to be automatically initiated in a predetermined amount on the same date every month. Please note that if the date does not exist in a certain month, then the payment will be initiated on the last business day of the month. For example, if you schedule payment for the 30th of each month, your payment for the month of February will be initiated on or before the 28th of February. If the Send On Date (as hereinafter defined) falls on a day other than a business day in any month, your payment will be initiated (i.e. the payment will be deducted from your account) on the following business day.
  4. Scheduling Payments. Before scheduling a payment to a Payee, the Payee must be set up on Make Payments. To set up a Payee: select Make Payments from the menu in Online Business Electronic Banking and follow the onscreen instructions under Add a Payee. To schedule a payment, select Make Payments from menu and follow the onscreen instructions under Single Pay. You will be provided a reference code for each payment you schedule using Make Payments. This number is available on the History screen if you need to refer to it in the future. The reference code will help CTB resolve any questions you may have concerning your transaction. You may not schedule duplicate payments. A duplicate is one that is scheduled to be made to the same Payee on the same day for the same amount.
  5. Delivery of Your Payments. You may schedule payments to be initiated on the day that you enter the payment information, on a future date or on the same date each month, subject to the restrictions in this Agreement. Although you can enter payment information through Make Payments 24 hours a day, 7 days a week, payments can be initiated (i.e., deducted from your account and transmitted to the selected Payee) only on business days. This date is referred to as the Send On Date ("Send On Date"). After funds are withdrawn from your account, CTB may remit your payment by mailing your Payee a check drawn on an account CTB maintains for this purpose, by electronic funds transfer or by other means. Because of the time it takes to transmit your payment to the Payee, the Payee will not receive payment on the Send On Date. Therefore, to provide sufficient time for payments to be received by your Payee, the Send On Date should allow at least two (2) business days for electronic payments and four (4) business days for standard check payments before the bill's actual due date. CTB will not be responsible for any loss you may incur as a consequence of a late payment if your Send On Date was not at least two (2) business days for electronic payments and four (4) business days for standard check payments prior to the bill's actual due date.
  6. Limitation of Liability for Make Payments. CTB will reimburse you for any late payment fees or penalties you are charged up to a maximum of $50 per scheduled payment to a business Payee that is not received by close of business on the fifth business day after the scheduled Send On Date under the following conditions: as a result of the failure of a Payee to receive a payment made through Make Payments by the bill's actual due date to the extent that CTB has not refused the transaction if CTB reasonably believed such refusal is necessary for security reasons, as long as you meet each of the following conditions: (a) you must properly schedule the payment to be initiated prior to the bill's actual due date as outlined above in the Section entitled "Delivery of Your Payments"; (b) you must provide CTB with the correct name, address, and account information of the Payee and the correct payment amount; (c) on the Send On Date, your checking account must have contained sufficient funds to complete the payment; and (d) the late payment fee or penalty, or the method of its calculation, must be published by the Payee prior to the bill's actual due date.
  7. Changing or Canceling Payments. You may change or cancel a single payment or recurring payment until 8:00 P.M. CT on the Send On Date by selecting Make Payments from the Internet Banking menu and follow the onscreen instructions for canceling a pending payment. You will receive a reference code when your payment has been canceled. This canceled payment will appear on your History screen. You may modify a recurring payment to a merchant by selecting the Payee from the Merchant List under Make Payments and edit the recurring payment information.
  8. Statements. All of your payments made through Make Payments will appear on your monthly account statement(s).
  9. Service Fees. CTB may charge a separate fee for the Make Payments service. Please refer to CTB's current Corporate Banking Fee Schedule. By utilizing Make Payments you authorize CTB to deduct a service fee from the applicable Designated Account. These fees are in addition to your regular transaction fees that may be in effect for your CTB accounts.
  10. Canceling Make Payments. This service shall remain in effect until it is terminated by you or CTB. CTB cannot cancel Make Payments until all pending payments have cleared, if you have pending payments and do not want to wait for them to clear, you may individually delete these future payments. You will not receive a refund of any service fee if you cancel Make payments. You may terminate Make Payments at any time by notifying CTB in writing at, Cole Taylor Bank, Customer Service Center, 9550 West Higgins Road, Rosemont, Illinois 60018. CTB may cancel Make Payments, in whole or part, at any time without prior notice. Cancellation shall not affect your liability or obligations under this Agreement. Refer to the Section entitled "Termination" for additional information regarding Termination; Amendments and Changes in Fees.
  11. Security. CTB has the right to refuse any transaction(s), if CTB reasonably believes such refusal is necessary for security reasons.
  12. Further Limitations. Subject to account availability, no individual Make Payment may exceed $5,000 and the aggregate amount of all Make Payments on any business day may not exceed $20,000.
  13. Payments. Payments made through Make Payments are subject to the terms set forth in this Agreement and the Rules.

E-Bills.
E-bills are a feature of Make Payments that enable you to receive billing statements electronically ("Electronic Billing Statements") if you authorize CTB to obtain information from the biller and the biller permits electronic delivery of bills ("Biller"). An Electronic Billing Statement will appear on Online Business Electronic Banking shortly after it is issued by a Biller. You hereby acknowledge and agree that CTB is not responsible for and shall have no liability for any damages, expenses, charges or liabilities which may occur as a result of any failure, delay, omission or inaccuracy associated with the delivery any Electronic Billing Statement.

  1. Authorization. You must authorize CTB to obtain information from a Biller in order to receive an Electronic Billing Statement. To do so, you must authorize us to use your username, password and any other private data that is necessary to set up an Electronic Billing Statement. Soley for the limited purpose of setting up Electronic Billing Statements, you appoint us as your agent.
  2. Periodic Statements.If you have authorized CTB to access your billing information from a Biller, you will receive a periodic statement from each Biller that you have authorized CTB to contact. Your Electronic Billing Statement will appear on Online Business Electronic Banking with such frequency as determined by the Biller and you. It may take up to 2 billing cycles before your Electronic Billing Statement appears on Online Business Electronic Banking. At all times, you are responsible for keeping your bills current and paid, including, but not limited to, the period during which your Electronic Billing Statements are being set up.
  3. Alerts. You may set up e-mail alerts so that you receive an alert when your Electronic Billing Statement arrives and an alert when payment is due. Notifications and reminders are solely for your convenience; it is your responsibility to maintain an accurate e-mail address and to log on to Online Business Electronic Banking to check for the delivery or status of Electronic Billing Statements.
  4. Automatic E-Bill Payments. You may set up automatic payment of Electronic Billing Statements so that a payment is sent in accordance with payment rules that you specify. If you cancel an Electronic Billing Statement with an automatic payment rule established, it may take up to 2 billing cycles for the automatic payments to cease.
  5. Service Fees. CTB may charge a separate fee for Electronic Billing Statements. Please refer to CTB's current Corporate Banking Fee Schedule. By utilizing Electronic Billing Statements you authorize CTB to deduct a service fee from the applicable Designated Account. These fees are in addition to your regular transaction fees that may be in effect for your CTB accounts.

Expedited Payments Service.
Expedited Payments are a feature of Make Payments that, depending on the payee and the time of day, enables you to have your payments initiated and processed on an expedited basis. Depending on the intended payee and the time of day, Expedited Payments are available for same day or next day processing and posting. The system will automatically determine whether the Expedited Payments option is available to you to make payments to a specific payee, and it will also automatically determine the date by which your Expedited Payment will be processed ("Deliver By Date"). CTB will not honor requests for Expedited Payments to accounts or payees outside the United States.

  1. Delivery of Your Payments. Depending on specific payee limitations and the time of day, you might not be able to set up an Expedited Payment for same day processing, which means that the Deliver By Date might be delayed until the following business day.
  2. Limitations. Expedited Payments will not always be available. Depending on the intended payee and the time of day, you might not have access to Expedited Payments. If Expedited Payments is not available for an intended payee, it will not be presented as an option to you. Once you set up an Expedited Payment, you will never be able to edit or cancel it for any reason.
  3. Service Fees. CTB may charge a separate fee for the Expedited Payments service. Please refer to CTB's current Corporate Banking Fee Schedule. By utilizing Expedited Payments you authorize CTB to deduct a service fee from the Designated Account. These fees are in addition to your regular transaction fees that may be in effect for your CTB accounts.
  4. Further Limitations. Subject to account availability, no individual Expedited Payment may exceed $5,000 and the aggregate amount of all Expedited Payments on any business day may not exceed $20,000.

External Transfers Service.
External transfers permit you to electronically transfer money between accounts at CTB and at Approved Financial Institutions. You may use external transfers only to make transfers from your eligible CTB accounts and to any checking, savings or money market accounts at Approved Financial Institutions, from which accounts you must be authorized to make withdrawals and for which accounts you have verified your ownership ("Verified Account").

  1. Delivery of Your Transfers. CTB will begin processing a transfer request on the same day as the request only if CTB receives the request prior to 6:00 P.M. CT. If you schedule an external transfer, you may delete or edit the transfer request until 6:00 P.M. CT on the scheduled Send On date.
  2. Limitations. You may only make transfers from your eligible CTB account and to Verified Accounts at Approved Financial Institutions. You agree to not transfer funds from an eligible CTB account and a Verified Account at an Approved Financial Institution unless you have authority to do so. You agree to have sufficient funds or credit in your From Acount to fund the transaction on the Send On Date.
  3. Service Fees. CTB may charge a separate fee for the External Transfers service. Please refer to CTB's current Corporate Banking Fee Schedule. By utilizing Expedited Payments you authorize CTB to deduct a service fee from the Applicable Designated account. These fees are in addition to your regular transaction fees that may be in effect for your CTB accounts.
  4. Further Limitations. Subject to account availabilty, no individual External Transfer may exceed $5,000 and the aggregate number of External Transfers may not exceed one (1) on any business day and four (4) in any calendar month.

Accuracy of Information. You are solely responsible for the content and accuracy of all information you provide us with respect to a payment. You must be sure that your Payee information is current and up to date. We have no duty to detect errors in any information you send us. We do not monitor the use of the Service by you or your Authorized User. If an Authorized User of yours uses the Service to pay a bill which is not yours, it is nevertheless considered authorized by you and you assume the entire risk of loss.Account Statements. All of your payments and other activity with the Service appear on your monthly account statement. We urge you to review your account statements promptly and to report to us any errors or discrepancies you find or suspect as provided in the Rules. Limitations on Frequency of Transfers. You acknowledge that if any of the accounts are money market or savings accounts, federal regulation generally permits a maximum number of transfers. Please refer to the Rules for specific information regarding the limitations on frequency of transfers. Telephone Banking.Telephone Banking is an electronic banking service that provides information on your accounts and allows you to transfer funds between your accounts 24-hours a day, 365 days a year. Please see the Rules for all of the terms and conditions that govern your use of the Telephone Banking system.

GENERAL PROVISIONS.

Limitation of Liability for any Transfer or Transaction. We are not liable if: (a) through no fault of ours, you do not have enough money in your account to make the transfer or transaction, (b) your funds are subject to legal process or other encumbrance restricting such transfer or transaction, (c) the transfer or transaction would go over the credit limit on any overdraft line, (d) the Service was not working properly and you knew about the breakdown when you started the transfer or transaction, or (e) circumstances beyond our control (such as fire or flood) prevent the transfer or transaction, despite reasonable precautions that we have taken.

Termination. This Agreement shall remain in effect until it is terminated by you or us. You must notify us in writing at the address provided herein to advise us of you desire to cancel this Agreement. You agree that we may limit, suspend or discontinue the Service, in whole or in part, or terminate this Agreement at any time for any reason without prior notice, unless such notice is required by applicable law. You further understand and agree that we may from time to time and in our sole discretion change the Service or amend the terms of this Agreement. You will be notified of any such changes or amendments as required by applicable law and agree that, by using any of the Service after a change or amendment becomes effective, you shall be deemed to have agreed to the change or amendment. Termination of this Agreement shall not terminate your account relationship or other agreements with us. You agree that we shall have the right, exercised at our sole discretion, to disable your access to the accounts via Online Business Electronic Banking after ninety (90) calendar days of inactivity.

Confidentiality. We may disclose information to third parties about the accounts or the transfers you make: (a) where it is necessary for completing transfers; (b) in order to verify the existence and condition of the accounts for a third party, such as a credit bureau or merchant; (c) in order to comply with government agency or court orders; (d) if you give us your written permission or (e) as required under applicable law.

Arbitration and Waiver of Jury Trial. All controversies, disputes or claims arising out of or related to this Agreement, including without limitation controversies regarding the validity of this Agreement and any compulsory counterclaims (as defined by Rule 13 of the Federal Rules of Civil Procedure), but, excluding collections of amounts due to us, will be submitted for binding arbitration to the Chicago, Illinois office of the American Arbitration Association on demand of you or us. Such arbitration proceeding will be conducted in Chicago, Illinois, and will be heard by one arbitrator in accordance with the then-current rules of the American Arbitration Association. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. section 1, et seq.) and not by any state arbitration law. The decision and award of the arbitrator shall be binding and conclusive upon both you and us, and enforceable in any court of competent jurisdiction. The arbitrator will have the right to award or include in the award any lawfully appropriate relief and to assess costs or expenses to either you or us, or both. The provisions of this section will continue in full force and effect subsequent to and notwithstanding the termination of this Agreement. Each party hereby expressly agree to waive any right to a trial by jury in connection with any controversies, disputes or claims arising out of or related to this Agreement. Warranty and Disclaimer. Neither we nor the Service Providers shall be responsible for any loss or damages, whether direct, indirect, special, incidental or consequential, arising in connection with the Service, except for as specifically provided in the "Limitations of our Liability for Make Payments" section included in this agreement. Neither we nor the Service Providers make any warranties under this Agreement of any kind, whether statutory, express or implied, concerning this Agreement including without limitation, any warranties of merchantability, fitness for a particular purpose or non-infringement.

Reliability of Information; System Downtime. Any account information furnished by the Service Providers or us is believed to be reliable but is not guaranteed. We and our Service Providers are not liable for any deficiencies in such information or for any decision made using this information. Although we strive to ensure full performance of the Service, neither we nor the Service Providers shall be liable for any losses resulting from your inability to access the Service due to system downtime: (a) caused by circumstances beyond our reasonable control; or (b) due to necessary maintenance, system upgrading or similar circumstances.

Address for Notice and Communications.

Cole Taylor Bank
Attn: Customer Service Center
9550 West Higgins Road
Rosemont, IL 60018

In Case of Errors or Questions about Your Electronic Transfers or Transactions. If you think there was an error in your transfer, transaction or payments or if you need more information about a transfer, transaction or payment, telephone or write to the Customer Service Center as soon as you can. We must hear from you no later than thirty (30) calendar days after we make available the FIRST statement on which the problem or error appeared. You will be required to provide the following information; 1) your name and account number; a description of the error or the transfer you are unsure about, and an explanation as to why you believe is an error or why you need more information; and 3) the dollar amount of the suspected error. Your failure to fully comply with this section will preclude you from asserting any loss or claim against us.

Severability; Governing Law. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. This Agreement shall be governed by the applicable federal law and the applicable substantive laws of the State of Illinois (exclusive of any conflict of laws or rules of the State of Illinois, which may result in the application of the substantive laws of another jurisdiction). Stop payment orders received by us through Business Electronic Banking shall be governed by the Illinois Uniform Commercial Code and the Rules.

Indemnification. You hereby agree to hold harmless Cole Taylor Bank and its officers, directors, employees, representatives and agents, from and against and reimburse us for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property or natural resources), penalties, stand or other taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against us directly or indirectly relating to, or arising from, claims against us in connection with this Agreement, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys', allocable in-house attorneys' fees and consultants' fees and expenses and court costs except to the extent caused by our gross negligence or willful misconduct. In no event shall we be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to) lost profits, even if we have been advised of the likelihood of such loss or damage and regardless of the form of action.Assignment. This Agreement and the rights and obligations hereunder of the parties may not be assigned except with the prior written consent of the parties hereto. This Agreement shall be binding upon and inure to the benefit of each party's respective successors and permitted assigns. Except as expressly provided herein, no other person shall acquire or have any rights under or by virtue of this Agreement. Waiver. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. No term or provision shall be deemed waived, and no variation of the terms of provisions hereof shall be deemed consented to, unless such waiver or consent is in writing and signed by the party against whom the waiver or consent is sought to be enforced. Any delay, waiver or omission by a party to exercise any right or power arising from breach or default of this Agreement shall not be construed to be a waiver by the party of any subsequent breach or default of the same or other terms, provision or covenants on the part of the other party.

 

Click here to print and sign the Business Electronic Banking Agreement
CTO-BEBA 0111