All defined terms in the Account and Services Application and this Agreement have the following meanings:
"Account" means any of the financial Accounts that the Client may have, now or in the future, through any channel offered by VCIB, including product accounts such as guaranteed investment certificates.
"Account Access Device" means any device used to access any Account, including without limitation an ATM, a computer, a telephone, a Mobile Device, and any other such device VCIB may from time to time permit the Client to use to access an Account.
"Account and Services Application" means any application of the Client to open Accounts and subscribe for the Services as set out in the application, and, for new Clients, means a Client Application Form.
"Agreement" means this Business Agreement and all terms and conditions agreed to and accepted in Your Account and Services Application including all updates and revisions made to those agreements from time to time.
"ATM" means an Automated Teller Machine.
"Beneficiary" means a person that is or is represented to VCIB to be a beneficiary of a Trust.
"Business Name" means the designated business name or a trade name used by the Client or, in the case of a Trust Account, the name of the Trust.
"Central 1" means Central 1 Credit Union, or its successors or assigns.
"Certificate" means the certificate delivered to VCIB that sets forth the names, titles and specimen signatures (including all Mechanical Signatures specimens if applicable) of the Signing Officers of the Client.
"Client" means the person or persons identified or comprising the business entity, organization or corporation whose names appear on the Client Accounts and Services Application Form, or who constitute or are stipulated to be a Client in this Agreement.
"Client Account Number" means a unique number identifying the Client where products are held within the relationship, (For example if the Client has two ‘Business Impact High Interest Savings Accounts’ and one ‘Impact Banking Account’, You would have one Client Account Number and three Financial Accounts (alpha numeric and numeric).
"Client Account Statement" means any written record of Transactions and that includes information about the balance of a Financial Product, whether provided to You as an Electronic Statement through Online Banking or as a mailed paper statement, or when you are provided a written statement directly by other means issued by VCIB. and when You use our Telephone Banking system, includes when You receive information about the balance of an Account using that system.
"Client Application Form" means the application form submitted to VCIB by a prospective Client wherein the prospective Client applies to become a Client of VCIB.
"Client ID Number" means the number provided to You by VCIB and identified as Your assigned Client ID Number,
"Client Services Centre" means VCIB's Client Services Centre.
"Contaminant" means a computer virus, worm, lock, mole, time bomb, Trojan horse, rootkit, spyware, malware, keystroke logger, or any other malicious code or instruction which may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware, or other Account Access Device.
"Corporate Administrator" means an individual assigned by the Client who has the ability to assign access to online banking to Signing Officer, Initiator Delegate, Read Only Delegate, as required.
"Court" means any court of competent jurisdiction.
"Delegate" means an Initiator Delegate or Read Only Delegate, as applicable.
"Digital or Electronic Representations" means digital or electronic representations of any document or Instrument or Instruction, or the relevant digital or electronic information from the document or Instrument or Instruction. (For example, if You use Remote Access Services to send Us an image of a cheque for deposit to Your Account, VCIB can rely on the image as an accurate and valid Instruction to credit Your Account in the amount represented.)
"Dormant Account" is an Account where there has been no Account activity generated by You for a period of 24 or more months or an Account that is deemed to be a Dormant Account.
"Electronic Statement" means an Account Statement accessed or made available to You through an Account Access Device or otherwise through the Remote Access Services.
"Eligible Item" means a deposit item of a class specified by a by-law, a Rule, or a standard made under the Canadian Payments Act, and defined therein as an ‘eligible bill’. Under this Agreement, an Eligible Item supporting an Official Image, must be a paper-based Instrument, complete and regular on its face, immediately payable to the Client as payee, and be a cheque in Canadian Dollars and drawn on a Canadian branch of a financial institution operating in Canada. For the purposes of this Agreement, post-dated Instruments and third-party Instruments that were either delivered to the Client with the payee in blank or endorsed over to the Client shall not qualify as Eligible Items. Further, any Instrument that has been in any way transferred to the Client from anyone other than the drawer, or has been endorsed over to the Client, or has been altered after being drawn, shall not qualify as an Eligible Item.
"Equipment" means devices such as a personal computer or a Mobile Device, which when used by You in combination with Your Password, permits access to Online Banking.
"e-Transfer Answer" means the word or phrase created by the sender of an email money transfer and used by the recipient to claim or decline the money transfer using e-Transfer Services.
"e-Transfer Service Provider" means Interac Corp. (doing business as Interac Online including any successors or assigns) that provides e-Transfer Services through Online Banking.
"e-Transfer Services" means the money transfer service provided by the e-Transfer Service Provider that facilitates the sending and receiving of money transfers using email or SMS (text messaging on a Mobile Device) through VCIB’s Online Banking to and from Participating Financial Institutions and e- Transfer Service Providers.
"e-Transfer Transactions" means Transactions sent and received through the e-Transfer Services.
"External Account" means any account the Client holds at any Canadian financial institution or investment firm capable of being linked to the Accounts.
"Hold" means to withhold access to some or all of the funds that are deposited into an Account, including deposits by cheque or other non-cash Instrument.
"Hold Period" means the period of time during which VCIB can but is not obliged to place a Hold.
"Indemnified Parties" means VCIB, Central 1 and its Service Providers and all of their connected parties, including their respective agents, directors, officers, employees, affiliates, assigns and licensees.
"Initiator Delegate" means a person authorized by a Signing Officer through Online Banking to start Transactions on the Account and to view the Account using an Account Access Device. An Initiator Delegate does not include a Read Only Delegate, a Non-Signer, or a Signing Officer.
"Instructions" means any Transaction instruction, or any request for information or electronic banking Service, or direction, in connection with Remote Access Services, or use of POS or Account Access Device, or concerning the operation of any Client Accounts, whether delivered to us directly or indirectly through the use of electronic, telephonic or other communication channels, including Digital or Electronic Representations. An Instruction includes a Remote Instruction.
"Instrument" means cheques, bills of exchange, promissory notes, orders for payment of money, securities, cash, coupons, notes, clearing items, credit card slips for processing, other negotiable instruments or items of deposit or withdrawal of a similar nature, and their electronic equivalents, including electronic debit Instructions or credit Instructions.
"Interruption Claims" means any Loss, cost, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, that the Client may suffer in any way arising from non-continuous or interrupted service or VCIB providing or failing to provide the Remote Access Services, or from the malfunction or failure of telecommunication systems, computer hardware or software, or other equipment, or other technical malfunctions or disturbances for any reason whatsoever, or from any lost, incomplete, illegible, misdirected, intercepted, or stolen messages, or failed, incomplete, garbled, or delayed transmissions, or online failures.
"Loss" means any and all cost (including legal fees incurred), loss, damage, injury, inconvenience, or delay of any nature or kind whatsoever, whether direct, indirect, special, or consequential, including any fine, penalty or interest charges we or the Client may suffer, as the case may be, in any way arising from the operation of the Account, use of the Services, including all Interruption Claims.
"Mechanical Signature" means any form of mechanical or electronic signature, other than a manually signed personal signature or endorsement, created or adopted in order to sign a record and that is in, attached to or associated with the record.
"Mobile Banking" means a Service provided via a Mobile Device, via SMS text messaging, WAP Browser, or other similar Mobile Device technology, or other similar Service as VCIB may offer in the future.
"Mobile Deposit Service" means the remote deposit capture service provided by VCIB, and accessed through Online Banking that allows the Client, using a corporate capture machine or Mobile Device or any other means authorized by VCIB in its sole discretion from time to time, to create, transmit, and receive to the benefit of VCIB, an Official Image for deposit to the Account.
"Mobile Device" means any Account Access Device that is a portable hand-held device or tablet, a mobile telephone and any other similar portable device that VCIB may permit to be used to access an Account.
"Non-Signer" means a person authorized by you to start Transactions on the Account and to view the Account using an Account Access Device. A Non-Signer does not include an Initiator Delegate, a Read Only Delegate, or a Signing Officer.
"Official Image" means an electronic image of an Eligible Bill, either created in accordance with the provisions of this Agreement and that otherwise complies with the requirements to permit negotiation and clearing of that Eligible Bill in accordance with the Rules.
"Online Banking" means all of the Services from time to time made available online via the Internet at VCIB’s Website or through VCIB’s mobile banking apps, using an Account Access Device through the use of the Client ID and Password and any other security code or measure that VCIB may require. Online Banking includes the Services offered by VCIB from time to time that let a Signing Officer access the Account using an Account Access Device; that let any Read Only Delegate view the Account using an Account Access Device; and that let any Initiator Delegate and Non-Signer view the Account or start or conduct Transactions or give Instructions on the Account using an Account Access Device. However, Online Banking does not include card services such as POS purchases provided by a Third Party.
"Overdraft Amount" means the aggregate amount of any unauthorized overdraft and interest that You must pay to VCIB in accordance with the section of this Agreement entitled Unauthorized Overdrafts.
"PAD" means a Preauthorized Debit.
"Participating Financial Institution" means any financial institution other than VCIB participating in the provision of Remote Access Services.
"Password" means a discrete secret code intended for the sole use of one of the persons authorized by You, which when used in combination with Your Client ID Number permits access to Your Accounts and Services. If Your Account Access Device or Mobile Device is accessible with a biometric substitute for a password (such as a fingerprint, facial recognition or iris scan), then in this Agreement, reference to a Password includes such biometric. Each person accessing or operating Your Account or Services must have their own unique Password.
"PIN" means a discrete secret code intended for the sole use of one of the persons authorized by You, which when used in combination with Your Client ID Number permits access to Your Accounts and Services. If Your Account Access Device or Mobile Device is accessible with a biometric substitute for a password (such as a fingerprint, facial recognition or iris scan), then in this Agreement, reference to a Password includes such biometric. Each person accessing or operating Your Account or Services must have their own unique Password.
"POS" means a point of sale terminal that allows You to use Your Card and Password to send an Instruction to us for the Transfer of funds:
(a) from the Accounts to purchase or lease goods or services from a seller, lessor or service provider (e.g. a merchant);
(b) from the Accounts to obtain a voucher, chit, scrip, token or other item that may be exchanged for goods, services or money; or
(c) into the Accounts from an account of a merchant (e.g. a refund).
"Preauthorized Debit" means a Transaction debiting the Account that is processed electronically by a financial institution in accordance with Your written request.
"Read Only Delegate" means a person authorized by a Signing Officer through Online Banking to view the Account using an Account Access Device. A Read Only Delegate does not include an Initiator Delegate, a Non-Signer, or a Signing Officer.
"Remote Access Services" means a Service provided in relation to the Accounts and Services through an electronic, mobile or telephone service delivery channel, including e-Transfer Services, Online Banking, Mobile Banking, Telephone Banking, Mobile Deposit Services and any other Service accessed other than at a branch of VCIB that we may provide now or in the future.
"Remote Instructions" means Instructions given to VCIB with respect to the operation of the Account, other than in person at one of our physical branches, using an Account Access Device, including through Mobile Banking, Telephone Banking, Online Banking, or other Remote Access Services, by email, text message transmission, or other Digital or Electronic Representation, or by telephone, to access or operate the Account or authorize Transactions or use Services.
"Resolution" means the foundational instruction given by the Client’s board of directors, or its equivalent, that grants and delegates banking authority to individuals on behalf of the Client.
"Rules" means the published rules, by-laws and standards of Payments Canada as amended from time to time.
"Sensitive Information" means financial information, Passwords, Client ID Number or any other information that could compromise any security processes or mechanisms with respect to Your Account or the Equipment You use to access Your Account.
"Service" means any of our, Mobile Deposit Service, Online Banking, e-Transfer Services and all other services offered by VCIB from time to time.
"Service Charges" means all service charges and Transaction fees for products and Services provided by VCIB as per the VCIB service fee schedule as amended from time to time, which we may charge You under this Agreement, and for prevailing charges imposed by other financial institutions, including Service Providers charged separately or as part of the cost of a Transaction or Third Party Service, in respect of Your use of the Accounts and Services.
"Service Provider" means such Third-Party service providers as may be selected by VCIB from time to time and includes without limitation, Central 1.
"Signing Officer" means any person authorized by the Client (or in the case of an unincorporated association, by the association) to conduct the Client’s affairs with VCIB, including giving Instructions, to signing Instruments or agreements, providing other orders for payments of money (either alone or with another person), or to provide Instructions or authorize other Transactions on the Account. A Signing Officer does not include an Initiator Delegate, a Read Only Delegate, or a Non-Signer.
"SIN" means Social Insurance Number.
"SMS" means Short Message Service such as a text message.
"Stop Payment Request" means the written request made by You to VCIB to stop payment on any Instrument drawn on the Accounts.
"Suspicious Circumstances" means any facts that give rise or ought to give rise to suspicion that any Transactions or Instructions in respect of the Accounts, or Instruments deposited to or written on the Accounts, are fraudulent, unauthorized, counterfeit, are implicated in furtherance of a criminal act, may have derived from, be implicated in or be tainted by a money laundering offense or terrorist financing, or subject to sanctions laws, or may have a defect in title or otherwise are likely to be returned to VCIB or found not to be good for any reason.
"Telephone Banking" means VCIB’s telephone access banking service. This system may include Interactive Voice Response / Virtual Assistance / Automated Telephone Banking. system lets you check balances, pay bills, and more 24 hours a day, 7 days a week.
"Third Party" means a person other than the Client, VCIB and the Vancity Group of Companies. A Third Party is any other person, firm, corporation, association, organization, or entity, including a Participating Financial Institution.
"Transaction" means a deposit, withdrawal, Transfer, debit, or other similar activity from or to the Accounts, or made using our Services.
"Transaction Record" means a paper or electronic Transaction record either dispensed mechanically or sent to Your Contact Info or capable of being stored by You using Your Equipment and that constitutes a record of Your Instructions.
"Transfer" means a Transaction that moves funds out of an Account and includes inter-Client Transfers where funds are moved to a Third-Party account at VCIB.
"Trust" means the trust or trusts, whether documented or not, which give a Trustee authority to open Accounts and establishes the Trustee’s legal authority to hold and deal with funds in in trust for a beneficiary.
"Trustee" means the person or entity appointed under a Trust to hold legal title to and deal with assets or monies for the benefit of a Beneficiary, and the Client for whom VCIB opens and operates Trust Accounts.
"VCIB" means Vancity Community Investment Bank its successors and assigns.
"Vancity Group of Companies" means VCIB and its parent company and their respective subsidiaries and affiliates now or in the future.
"VCIB Privacy Statement" means the VCIB Personal Information Protection Policy, as amended from time to time.
"Verification Period" means 30 days from the earlier of: (a) the date on which an Account Statement is received by You; or (b) is deemed to have been received by You.
"we", "us", "our" means VCIB.
"Website" means VCIB’s Internet website at www.vcib.ca or such other address as VCIB may designate in the future.
"You", "Your", "Yours" means the Client and where the context applies, includes each person signing the Account and Services Application, all individuals authorized to conduct a Transaction or provide Instructions on behalf of the Client, or who may pursuant to this Agreement otherwise access the Accounts and Services of the Client, including but not necessarily limited to Your Signing Officers, Delegates and Non-Signers for the Accounts.
"Your Card" or the "Card" means any physical or virtual debit card issued by VCIB to the Client that can be used to access your Accounts or Services, now or in the future.
"Your Contact Info" means any of the contact information, including, without limitation, postal address, business address, email address, fax number, or telephone number provided by You and accepted by Us. VCIB may give actual notice to You by using Your Contact Info and You will be deemed to receive notice from VCIB when VCIB sends You notices to the contact information You provided.
2. Rules of Interpretation
In this Agreement, except as otherwise provided or as the context otherwise requires:
- reference to “this Agreement” and other similar terms refers to this Agreement as a whole and not just to the particular section in which those words appear;
- words importing the singular number only include the plural, and vice versa;
- reference to a day, week, month, or year, means a calendar day, week, month, or year, unless expressly stated otherwise;
- reference to currency is to the lawful money of Canada;
- a word importing a gender includes all genders;
- “person” includes an individual, sole proprietor, corporation, partnership, joint venture, association, trust, unincorporated organization, society or any other legal entity;
- “including” or “includes” means including or includes, as applicable, without limitation or restriction;
- “discretion” or “option” means a person’s sole, absolute and unfettered discretion or option;
- “law” includes common law, equity, statutes, regulations, ordinances, orders in council, and mandatory guidelines, and reference to a specific law includes all regulations, ordinances, orders in council and mandatory guidelines made thereunder and all amendments to, or replacements of, the law or any regulation, ordinance, order in council or mandatory guideline in force from time to time, as applicable; and
- The headings and captions will be considered as provided for convenience only and as not forming a part of this Agreement, and will not be used to interpret, define, or limit the scope, extent, or intent of the Agreement or any of its provisions.
C. GENERAL TERMS APPLICABLE TO ACCOUNTS
1. Becoming a Client and Branch Account
Becoming a Client: If You are not already a Client of VCIB, by applying to open an Account, You agree to the terms and conditions of this Agreement. This Agreement shall apply to all Accounts and Services You have with VCIB. In the absence of any other agreement between You and VCIB designating an alternative location, Your branch of Account for all of Your Accounts with VCIB shall be:
Vancouver Community Investment Bank
662 King Street West, Suite 301
Toronto, ON
M5V 1M7
Transit: 17570
2. Opening Accounts and Client Information
Compliance with Laws: You authorize VCIB to open Accounts for the Client in accordance with the Account and Services Application. You will:
- take all steps required by us to verify Your identity and the existence of any person that is or is to become the Client and Your authority to hold or operate Accounts and use Services.
- provide information and documents, or take other steps, required by VCIB, to meet our regulatory or other legal obligations, to comply with our risk management policies, to know the Client, the Client’s management and ownership structure, to know the people controlling the Client and giving Instructions, directly or indirectly, to know the Client’s intentions for how they will use Accounts and our Services, to give us information about any Transaction or proposed Transaction, information about Trusts and parties to the Trust governing a Trust Account, and to verify or periodically update the information and documents provided to us when we ask You to do so; and
- use the Account and Services solely for lawful business purposes, and in accordance with all licenses, authorizations, consents and approvals required under applicable laws and at all times refrain from operating the Account or using the Services if Your use or operation is tainted by Suspicious Circumstances.
If You refuse to do these things or breach these promises to us:
- we may, in our discretion and without notice, close or place a Hold on Accounts, refuse to act on Instructions or complete Transactions, reverse Transactions, limit Your access to Services, or refuse to proceed further with an Account and Services Application; and
- we will not be liable for any Loss of any kind arising from taking such action.
Use of a Business Name: The Client agrees to be liable to VCIB for all use of Accounts and Services, Instruments processed for or deposited to the Accounts, or made payable to or endorsed in the Client’s Business Name, and to indemnify the Indemnified Parties against all Loss incurred as a result of Your use of the Client’s Business Name in Your dealings with VCIB.
Execution: The Client, or any Signing Officer of the Client whose name and specimen signature appears on the most recent Certificate, may execute, deliver and instruct VCIB on signing authorities by providing us with:
- a certified copy of a Resolution of the Client setting forth by title, the persons authorized to sign for the Client in the operation of the Accounts; or
- a new Certificate.
Unless expressly prohibited by the Resolution, any Signing Officer, acting alone, may appoint and authorize a person to act as a Delegate or a Non-Signer, or otherwise delegate their authority, and such appointments are deemed to be binding on the Client. We may, in our discretion, refuse to act on any such appointment but we are not obligated to do so.
4. Copy of Agreement and Signatures
Agreement: You acknowledge receiving a copy of this Agreement and agree that it does not require a signature to be binding.
Your Duties: You agree to use the Accounts and Services only for lawful commercial banking purposes of the Client. You will not use the Account or Services for the benefit of Third Parties, for personal banking, or in any manner that is defamatory of VCIB or any Third Party. You will not use the Accounts or Services in any manner associated with illegal activities. You will take all reasonable precautions to maintain the security and integrity of the Accounts, to prevent fraud on the Accounts, and to prevent delivery of fraudulent or counterfeit Instruments for deposit to the Accounts. You will diligently supervise and monitor the conduct and work of all persons having any role in the preparation of Instruments or conduct of Transactions, reconciliation of the Account Statement, or other banking functions.
Where You know of any Suspicious Circumstances, You have a duty to:
- before negotiating or accessing any funds derived from Suspicious Circumstances, to make reasonable inquiries of proper Third Parties into the Suspicious Circumstances to ensure that Transactions, Instructions or Instruments, as the case may be, are valid and authorized; and
- disclose to VCIB Your suspicion and the facts upon which Your suspicion is based.
Investigations: VCIB may, in its discretion, investigate any Suspicious Circumstances, whether or not disclosed by You, but does not owe You any obligation to do so. VCIB may place a Hold on any of the Accounts pending investigation of improper use of Accounts or Services or Suspicious Circumstances. If, to our satisfaction, any improper use is established, VCIB can, in its discretion, place or maintain a Hold, or close Accounts or limit or withdraw Services without notice.
6. Deposits and Payments to VCIB
Deposit Services: Deposits to Accounts can be made in Canadian funds through Mobile Deposit Service or funds transfer from other Accounts at VCIB, or from External Accounts. Deposits to the Accounts may only be made in foreign currency where facilities are available. We have the right to refuse any deposit.
We can credit deposits to the Accounts made by any person on Your behalf, and You are responsible for those deposits. If a deposit is made by cheque or other non-cash Instrument, we can, but are not obliged to, implement a Hold Period, for a duration deemed appropriate by us to allow for clearing or potential chargeback of the Instrument. We may apply or extend a Hold without prior notice if we receive a notice of claim or chargeback affecting funds on any of the Accounts or if payments received are or become revocable. Any credit to the Accounts for any non-cash Instrument is provisional and subject to reversal unless and until we have received actual irrevocable payment, free from any Third Party claims.
You will not deposit any coins through an ATM and will not deposit non-negotiable items or anything not acceptable for deposit to the Accounts in any way. You are liable for all fraudulent or worthless deposits made to the Account. You agree to pay to us any Loss suffered by us as a result of deposit of any non-negotiable, fraudulent or otherwise worthless Instrument, Instruments that VCIB does not accept for deposit, or does not accept for deposit using the Service employed by You to make the deposit, or arising from the deposit of any coins into an ATM.
VCIB may collect or present for acceptance all Instruments delivered to us by You or on Your behalf for deposit, discount, collection or otherwise. You will provide any missing or required endorsements for those Instruments and indemnify and save us harmless from all Losses in connection with our handling of any Instruments. If You are unavailable to provide an endorsement on Instruments deposited to the Accounts when requested to do so, You authorize representatives of VCIB to endorse such Instruments for deposit to Your Account, to act as Your agent in doing so, and VCIB may, in doing so, rely upon delivery of the Instrument for deposit as Your representation that the Instrument is good and that You are entitled to negotiate and be paid on the Instrument.
All Transactions are subject to verification and acceptance by VCIB, and if not accepted, will be reversed. Verification may take place on a date later than the date that You initiate the Transaction or that provisional credit is given to You. VCIB may also set restrictions on the value or types of Instruments that may be deposited, including deposits through ATMs or Mobile Deposit Services. Current information about maximum deposit amounts and Instruments that may be deposited through ATMs, Mobile Deposit Services, or otherwise, are available at any VCIB branch, on the Website, or by contacting the Client Services Centre.
You also agree that VCIB has absolute discretion to stipulate the manner of payment of any amounts owing by You to VCIB under this Agreement or any other agreement that You have with VCIB. Any attempt by You to make payment to VCIB in a manner that is not acceptable to us will not be a legal tender of amounts due and owing by You to us and refusal by VCIB to accept such a payment will not relieve You of Your obligations to make timely and full payment to us in a manner acceptable to us.
Withdrawal Services: Subject to our rights to refuse or limit Transactions and Services, and to any election You made on the Account and Services Application form, You can make withdrawals from the Accounts at:
- any VCIB branch of account;
- through, Online Banking, or e-Transfer Services; Automated Funds Transfer and
- through Remote Access Services that VCIB agrees to provide to You or through which VCIB is prepared to accept Instructions. All Transactions are subject to applicable Service Charges.
You may Transfer funds using Services that VCIB Agrees to provide, including through Remote Access Services that permit Transfers from the Accounts to another Account or to an External Account. Some Transfers may be provided through Third Party Service providers and, in such case, the ability to engage in and complete the Transaction may be subject to additional rules, requirements or contracts between the Client and the Third Party Service Provider, and to payment of Third Party fees.
9. Maximum Withdrawal and Transfer
VCIB, in its discretion, may restrict the amount of withdrawals that can be made, or require notice periods for withdrawals, including maximum amounts that You can withdraw, pay, Transfer through a Remote Account Access Device, or transact in cash at a branch. VCIB may, in its discretion, alter withdrawal restrictions from time-to-time without prior notice to You. Current information about maximum withdrawal amounts applicable to the Accounts and Services are available at any VCIB branch or obtained by contacting the Client Services Centre.
10. Authorized Account Charges
You agree to pay the following obligations and authorize VCIB to charge any of Your Accounts in respect of such obligations, even if such charge creates or increases an overdraft, including:
- Instruments Drawn of Transactions on Accounts: the amount of any Instrument drawn on the Accounts and any other Transactions or payment Instructions, including Instructions given verbally. You request and authorize VCIB to accept, rely upon and act upon Your Instructions given in any manner permitted by the Remote Access Services, or which appear to have been provided by You or Your authorized agent, as if You had given signed written Instructions to VCIB, and even if those Instructions conflict with any other Instructions given at any prior time concerning the Accounts. You also authorize VCIB to debit the Accounts for any amounts VCIB has paid or incurred to implement the Instructions;
-
Unpaid Instruments: the amount of any Instrument that:
- is not paid on presentation; or
- VCIB has been requested by You, to refund; or
- may be dishonoured by non-acceptance or non-payment; or
- involves a party that is bankrupt or insolvent; or
- the proceeds of which, for any reason, VCIB is unable to collect or withdraw or has been charged back through the clearings; or
- has been cashed, negotiated or credited to any of the Accounts but which has been shown to the satisfaction of VCIB, in its discretion, to be the proceeds of a fraudulent Transaction, including a counterfeit Instrument, an Instrument that has been altered, fraudulently prepared, signed or endorsed, an Instrument that has been returned or charged back to VCIB, or an amount for which demand has been made on VCIB through the clearings or otherwise for any reason whatsoever, and which appears in our discretion to be valid. You agree that unless and until we are made whole for any Loss, VCIB retains all rights and remedies against all parties liable on any unpaid Instrument whether debited to the Accounts, or not, and if Your Account is debited, such debit is not deemed payment of the Instrument,;
- Lost or Destroyed Instruments: the amount of any Instrument or the proceeds of which is lost, stolen, destroyed or otherwise disappears, other than solely through VCIB’s own gross negligence.
- VCIB Costs and Service Charges: all Service Charges and any and all expenses incurred by VCIB relating to operation of the Accounts, or when acting on Your behalf. Current information on the Service Charges is available at any VCIB office, through the Website or by contacting the Client Services Centre. You irrevocably authorize and direct VCIB to debit the Accounts for the full amount of the Service Charges, costs or expenses reasonably incurred, or any amount otherwise owing by the Client to VCIB for any reason. Costs recoverable by VCIB relating to the operation of the Accounts shall include, but not be limited to, any and all costs, fees and expenses incurred by VCIB relating to disputes about this or any other agreement You may have with VCIB, disputes about or arising out of the Services, or arising out of Your dealings with VCIB, the Accounts or the Services, including investigation costs, search fees, Court filing or registration fees, costs of responding to Third Party demands and Court orders for information about the Accounts and Services which require response, and include actual legal fees and expenses incurred by VCIB in respect of such matters. VCIB’s right to recover costs shall not apply where You successfully pursue a claim against us in Court and we are ordered by the Court to pay Your costs. While costs and expenses charged against the Accounts must be commercially reasonable, VCIB has no obligation to limit its recoverable costs and expenses to the best possible price available in the market.
- Amounts Owing and Expenses: any other amounts You owe to us; and
- Taxes: all taxes including taxes on the supply of goods and services, if applicable, as required to be collected by VCIB.
VCIB may consolidate and setoff such amounts owing to VCIB as between Accounts, with or without demand. You further agree that VCIB may setoff amounts owing to VCIB as between accounts held by You with any member of the Vancity Group of Companies.
11. Instruments and Instructions
You authorize VCIB to, without enquiry, honour and pay all Instruments drawn on any of the Accounts and to implement any Instructions if:
- the Instruments or Instructions are (where required) signed or are deemed to be signed, or are otherwise authorized, or reasonably appear to be authorized, by the required number of Signing Officers described in the most recent Certificate or Resolution delivered to VCIB,
- the signatures (where required) are those of the Signing Officer’s in Your most recent Certificate, or reasonably similar to specimens provided to VCIB in the Certificate; and
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regardless of whether such Instruments or Instructions are:
- drawn or require payment or Transfer of funds to the order of any Signing Officer of the Client signing or authorizing the Transaction or Instrument,
- payable to cash or bearer,
- encashed or tendered in payment of the obligations of any Signing Officers, or
- deposited to the credit of such Signing Officer.
VCIB is not required to confirm the identity or the validity of Instructions when a person provides us with Your Client ID Number, or Passwords, to give Instructions and, except as expressly specified in this Agreement, such Instructions shall be deemed to be authorized by and binding upon You. You acknowledge that if an Instruction directs payment to an account number and transit for a beneficiary and if VCIB makes funds available based on the Instruction, that VCIB will have satisfied its obligations. You acknowledge and agree that such Instructions may not be subject to revocation or countermand. You further acknowledge that VCIB does not have an obligation to verify the accuracy of the account number, transit number or the identity of the beneficiary for an Instruction given by You. VCIB will have satisfied its obligations to process the Instruction even if the account or transit number identifies a person other than the intended beneficiary or beneficiary specified in the Instruction and VCIB does not have any obligation to identify any such inconsistency. VCIB may, in its discretion, require proof at any time of authority or verification of identity before acting upon Instructions in Your name using Your Client ID Number, or Passwords, or otherwise, and may, in our discretion, refuse to accept any Instructions if we are not satisfied with such proof, but we have no obligation to You to do so.
12. Mechanical Signatures
Unless otherwise directed by VCIB or by You, and as permitted by law, You may sign or endorse documents, including Instructions and Instruments requiring a signature using a Mechanical Signature. You authorize VCIB to act upon and accept Instructions and all documents and Instruments signed with a Mechanical Signature without any further verification. You agree that if VCIB, in its discretion, determines that the Instructions, other documents or Instruments appear to have been signed using Your Mechanical Signature, whether they have been or not, those Instructions, other documents or Instruments are binding on You legally and You are responsible to the same extent and effect as if You had given original, signed, written Instructions, documents or Instruments to VCIB.
In consideration for VCIB agreeing to accept and act upon Instructions, other documents and Instruments bearing a Mechanical Signature, You release the Indemnified Parties from, and agree to indemnify the Indemnified Parties for all Loss which now or hereafter exist or arise from any action taken in reliance upon a Mechanical Signature, or a reasonable facsimile thereof, and You waive claim against Indemnified Parties for any Instrument negotiated, debited or credited to the Accounts bearing Your Mechanical Signature or a reasonably similar signature.
13. Digital or Electronic Representations
VCIB is entitled to act upon any Digital or Electronic Representation made on Your behalf, or reasonably appearing to be made on Your behalf, for all purposes as though it were an original paper document or Instrument or an Instruction delivered directly to us by the Client and signed by Your Signing Officers. You acknowledge that we and other financial institutions may reject or refuse to act upon any Digital or Electronic Representations, documents or Instruments that do not comply in all respects with all applicable laws, as well as the Rules of Payments Canada.
14. Transaction Refusal and Reversal
VCIB may refuse to complete any Transaction, or reverse any Transaction, and VCIB has no liability to You, if any of the following occurs:
- the Transaction is one that VCIB cannot process;
- the Transaction exceeds Your balance, or overdraft, or credit limit, involves an Account that we deem as inactive, or exceeds the Transaction limits set by VCIB for the type of Transaction or Service You use to give Your Instructions;
- the Transaction is a bill payment or other payment to a person that does not accept the Transaction;
- the Transaction violates any provision in this Agreement or any other agreement You may have with VCIB;
- You are in violation of this Agreement or any other agreement You have with VCIB;
- VCIB is unable to commence or complete the Transaction due to an equipment operational failure or malfunction or other causes beyond VCIB’s reasonable control;
- VCIB becomes aware that the Transaction is tainted by Suspicious Circumstances, or originates from or involves a counterfeit or fraudulently prepared, issued or altered Instrument or the proceeds of fraud, a breach of trust, or criminal activity; or
- for any other reason VCIB, in its discretion, reasonably considers necessary to protect its interests, whether legal, reputational or otherwise.
VCIB may verify all Transactions and Instructions and if not accepted, Transactions will be reversed. Amounts credited to the Accounts from non-cash deposits, or cash deposits through an ATM, may not be available for withdrawal until the deposits are verified. Withdrawals or Transfers will be debited to the Accounts after the Instruction is received by us and when we process the Transaction.
15. Interest Bearing Accounts
Interest is not payable on any positive balance on any Account unless we have expressly confirmed that the Account bears interest. If any of the Accounts are entitled to be credited for interest paid by VCIB on a positive balance, or charged interest on an overdraft balance, VCIB will calculate and pay or charge interest in accordance with our applicable interest rates, calculation periods and payment frequencies. You acknowledge having received details on interest rates, calculation periods and payment frequencies applicable to each of the Accounts, including interest payable on any Overdraft Amount. VCIB may change the interest rate in effect on the Accounts and the rate payable, including on any Overdraft Amount, from time to time, in accordance with VCIB’s policies and any applicable laws. Information on applicable interest rates may be obtained from a VCIB branch, through the Website or by contacting the Client Services Centre.
Overdrafts are not permitted on any of the Accounts. We may, in our discretion, process a Transaction and charge Service Charges to an Account, even if it creates or increases an unauthorized overdraft. Even if we do so, it will not be permission for You to maintain or have any future unauthorized overdrafts on the Accounts. You agree to pay to VCIB the Overdraft Amount. Overdraft Amounts are immediately due and payable to us without need for demand. You must pay the Overdraft Amount to us immediately if we make demand.
If You are granted overdraft privileges on any of the Accounts, You will not conduct or try to conduct any Transaction that would result in any additional overdraft. You will pay VCIB interest on any Overdraft Amount at the higher rate of 15% per annum compounded monthly (an effective annual rate of 15.025%), or VCIB prime, plus 5%, per year, compounded monthly, up to the maximum effective annual interest rate permissible by law. Any overdraft shall be repayable on demand.
In the event of an Overdraft Amount on any of the Accounts, VCIB may, in its discretion:
- setoff the amounts on deposit or as later deposited to the credit of any of the Accounts against the Overdraft Amount without prior notice to You; and
-
if the Overdraft Amount is not paid immediately on demand, treat Your failure to re-establish or maintain a credit balance in any one of Your Accounts, as a default on any of Your other obligations owing to VCIB and may issue demand on any other Account, line of credit or loan owing by You to VCIB and if not repaid on demand, VCIB may then:
- setoff any amounts on deposit to the credit of any Accounts, against the Overdraft Amount and other amounts You owe to VCIB; and
- treat the Overdraft Amount, or the amount of it that remains after we exercise our setoff rights, as a demand loan in the Overdraft Amount, bearing interest at the rates payable on an Overdraft Amount stipulated above.
VCIB may stop payment on any Instrument drawn on any Account on receipt of a Stop Payment Request. VCIB may process a Stop Payment Request without further investigation or inquiry, and the person making the Stop Payment Request is deemed to have Your authority to give that Instruction to us. When we receive a Stop Payment Request, we will take commercially reasonable steps to stop the payment. We are not liable for complying with or failing to comply with a Stop Payment Request. Stop Payment Requests are processed by the branch of Account on which the Instrument was drawn on an ‘as requested’ and ‘as identified’ basis, but do not relieve You from the obligations on any Instrument negotiated to any person, including VCIB, that receive such Instrument in good faith and for value. You agree to reimburse us for any expenses incurred in complying with or attempting to comply with Your Stop Payment Request and to indemnify all Indemnified Parties against any Loss arising from implementing a Stop Payment Request.
19. Foreign Currency Transactions
If You perform a Transaction with VCIB (including the sending or receiving of a wire transfer or the collection on or depositing of an Instrument) denominated in a currency that is different from the currency of the Account on which the Transaction is conducted, a currency conversion will be required.
For outgoing wire transfers to a country whose currency is different from the currency of the Account, where You do not request VCIB to convert the outgoing currency to the foreign currency, the currency conversion may be conducted by one or more Third Parties, including intermediary banks, or may be rejected. The Third Parties may set the rates for the currency conversion and may charge fees and commissions for this conversion Service. For all wire payments (sending and receiving) that pass through Third Parties, those Third Parties may charge additional fees and commissions for processing the wire transfer and these fees and commissions will be deducted from the amount of the wire transfer sent or received. Third Party conversion rates, fees and commissions are beyond Our control. Any foreign currency commissions or fees charged by Third Parties will be deducted from the amount of the wire that You sent or received even if the wire transfer is returned or rejected.
If You initiate a Transaction through an Account Access Device where the Transaction is initiated in US Dollars, the US Dollars will be converted to Canadian Dollars at conversion rates set by VCIB before it is debited from Your Account. Third Parties in the electronic networks used to process the Transaction may also impose fees and commissions that will be added to the Transaction amount before it is converted and debited from Your Account.
If You initiate a Transaction through an Account Access Device where the Transaction is initiated in a foreign currency (other than US Dollars), then the Transaction may involve multiple currency conversions before being converted into US Dollars by one or more Third Parties in the electronic networks used to process the Transaction. We do not set the rates those Third Parties use for the conversion, and it is possible that those Third Parties may include their own commissions or fees as part of the Transaction amount before We receive a debit request denominated in either US Dollars or Canadian Dollars. If the Transaction is received by Us as a US Dollar amount, and You initiated the Transaction on Your Canadian Dollar Account with Us, the Transaction amount, including any Third Party fees and commissions, will then be converted by Us to Canadian Dollars before it is debited from Your Account.
In addition, You understand and agree that for foreign currency Transactions undertaken at ATMs and through POS or other terminals, the owner or operator of the ATM, POS or other terminals, and the operator of the electronic networks over which the Transaction is processed may charge a fee or commission for the use of their devices or networks.
In all cases where foreign currency is converted directly by VCIB, the foreign currency will be converted to the currency of Your Account at the exchange rates established by VCIB at the time the conversion of currency is processed by Us (which may be different from the date on which You initiated the Transaction). You will not be charged any direct fee by VCIB for the currency conversion (except for applicable Account Service Charges) however VCIB may make a margin on any foreign exchange currency Transactions, which may be considered an indirect cost to You. The margin is the difference between the wholesale exchange rate that VCIB may be able to obtain for the foreign currency and the exchange rate that VCIB then sets for Transactions processed by VCIB on behalf of Clients where VCIB performs the currency conversion. The exchange rates that VCIB uses for currency conversions are always available on our Website at www.vcib.ca/rates.
When You deliver an Instrument to VCIB for collection or for deposit to the Account and the Instrument is in a currency other than the currency of the Account, VCIB will convert the currency of the Instrument to the currency of the Account. VCIB may credit the Account in the converted amount. Because VCIB then forwards the Instrument to Third Parties for clearing, any Instrument that is credited to the Account by VCIB is provisional and subject to reversal. If any such Instrument is returned to VCIB, Third Parties may charge additional fees and commissions for processing the Instrument. These fees are beyond our control. If the Instrument is returned to VCIB in the original currency of the Instrument, fees and commissions of the clearing financial institution or other Third Parties may be deducted from the face amount of the Instrument. VCIB will convert the amount of any returned Instrument into the currency of the Account and debit Your Account. As such, the amount debited to Your Account when an Instrument is returned may be different than the amount originally credited to Your Account when the Instrument was deposited. The risk of loss on these Transactions shall be borne entirely by You without any right of recourse against VCIB and without any right to recover any Service Charges or fees in respect of negotiating the Instrument.
The Client agrees to pay (and VCIB may charge the Account) for all amounts charged by VCIB and by any Third Parties for foreign currency Transactions and foreign exchange Services conducted through the Account.
If the currency conversion processes described in this section are not acceptable to You, You agree that You shall not transact in a foreign currency on the Account and will not make withdrawals of foreign currency or make other Transactions in foreign currency or deliver Instructions to VCIB or Instruments to VCIB in a currency other than the currency of the Account.
Joint Accounts for business are not permitted and You agree that You shall not seek to open or operate a joint Account for business. You agree that You shall not claim against VCIB for any Loss arising out of operation of any joint Accounts as a result of VCIB acting on Instructions of any joint Account holder, and hereby release, remise and discharge VCIB from any such claims.
21. Account Statements, Transaction Verification, and Electronic Communications
VCIB may send You a periodic Account Statement, or will make Electronic Statements available to You for each Account. Except where required by law to provide paper Account Statements, we may choose to provide You with Electronic Statements only. You designate Online Banking as the information system that we may use to deliver notifications, Electronic Statements, or other documents in digital or electronic form to You. You also agree that we may, at our option, provide notifications, Electronic Statements or other documents in digital or electronic form to You by email or SMS text message, to an email address or telephone number You provide to us for purposes of communicating with You, or through other Remote Access Services used by You. Where we, in our discretion, decide or agree, or we are required by law to send You paper Account Statements, we may send them to You by regular mail to Your most recent address appearing in VCIB's records. It is Your responsibility to update Your Contact Info we have on file when any changes occur.
You agree to regularly review each Account Statement, including Electronic Statements or electronic Transaction Record of the Account to check and verify the entries and Transactions noted within 30 days of the Account Statement cycle date. You agree to give immediate written notice to VCIB if You suspect or have reason to believe that the Account has been compromised, shows fraudulent or unauthorized Transactions, or if You reasonably believe that any person other than You, gained or is likely to gain unauthorized access to the Account.
For the purposes of this Agreement, the “statement cycle date” is the last day of each month. In any event, You are deemed to have received an Account Statement by no later than the 10th day of each month for the preceding month. You must review Your Account Statement or Transaction Record on the earlier of the date of actual or deemed receipt and must report in writing to VCIB any errors, omissions, irregularities, fraudulent or unauthorized transactions within the shorter of 30 days from actual receipt or deemed receipt of the Account Statement or Transaction Record failing which VCIB shall be entitled to treat all such entries as valid and authorized by You even if You did not initiate a Transaction or did not authorize a Transaction within that Account Verification Period.
You agree that You will use Online Banking, Mobile Banking, or other Remote Access Services to review the Accounts and Transactions at least once every month.
You are deemed to receive an Electronic Statement each time that You use Online Banking, Mobile Banking, or other Remote Access Services to review the Accounts and Transactions. If You do not do so You are deemed to have received an Electronic Statement on the last day of each month. Regular periodic Electronic Statements we provide are deemed to be received by You on the earlier of the time they are accessed by You or 3 days after VCIB makes the Electronic Statements available to You through Online Banking. If we send paper Account Statements to You, You are deemed to have received and reviewed those 5 days after they are sent to You. If You have opted out of Remote Access Services, and cannot access Your Account and Transaction Information remotely, and You have not received a paper Account Statement on or before the 21st day of any calendar month, You are deemed to have received an Account Statement on that day and agree that You will attend at a branch of VCIB to obtain and review an Account Statement on that day, or the next business day after that, and shall review the Accounts and Transactions for the period back to the 1st day of the preceding month.
Notifications and other documents in digital or electronic form we provide to You can be sent to Your Contact Info and are deemed to be received by You when they are posted and available to You through Online Banking, Mobile Banking or other Remote Access Services, or when they are sent by SMS text message or by email as contemplated above.
You agree to examine every Account Statement as soon as You receive it or are deemed to have received it. This means, amongst other things, that You must review Your Transaction history each time You use Remote Access Services. You will immediately and, in any event, within the Verification Period give notice in writing to VCIB of any errors, objections, omissions or irregularities, including any fraud, forgery, material alteration or unauthorized activity of any type, or debits or credits wrongly made, included in or preceding each such Account Statement.
Unless objected to by You by notice in writing delivered to us within the Account Verification Period, You agree that VCIB's records are conclusive evidence of Your dealings with VCIB regarding the Accounts, and any risk of error in Your Account Statements shall be borne entirely by You. Without restricting the foregoing, on expiry of the Verification Period, You agree that the Account Statement is correct, complete, reflects all authorized Transactions binding upon You, that all amounts charged to the Accounts are valid and proper charges, that You are not entitled to any additional credits, and that VCIB is released from all responsibility for Account activity preceding the Account Statement.
You acknowledge and agree that despite the expiry of the Account Verification Period:
- even if an Instrument has been credited to Your Account, that credit is provisional only and may be subject to reversal by VCIB as permitted or required by law or as contemplated under this Agreement, and
- a deposit or other credit on the Account Statement may not have been verified and, until verified and accepted may be reversed from the Account notwithstanding any provisional posting.
Expiry of the Verification Period does not prevent VCIB from charging proper Service Charges or other amounts contemplated in this Agreement to the Accounts. Furthermore, nothing in this Agreement is intended to, or shall override the ability of VCIB to request a reversal of Transactions pursuant to the Rules where it is permitted or required to do so.
22. General Liability Exclusion, Liability Limitation, and Indemnity
Liability Exclusion
Unless caused solely by the gross negligence or intentional misconduct or fraud of VCIB, VCIB will not under any other circumstances be liable to You or any other person for any Loss or other damage whether in contract, tort or under any other theory of law or equity, arising from, connected with, or relating to the Accounts or use of Services or Instruments drawn on or deposited to the Accounts, and regardless of any act or omission or other fault by VCIB or any other person for whom VCIB is responsible, and notwithstanding that VCIB may have been advised of the possibility of such Loss or damage being incurred by You or any other person.
Despite the preceding paragraph, if not otherwise excluded herein and if reported to VCIB in writing during the Verification Period, and if caused solely by the error, act or omission of VCIB, VCIB shall pay to You, Your actual direct loss caused by the error, act or omission of VCIB (i.e. the amount by which the funds standing to Your credit in the Accounts were reduced by the error, act or omission).
Except where liability is expressly allocated to VCIB in this Agreement, You agree that VCIB shall not be held liable and is released from all claims and Losses due to fraud, theft, coercion by trickery, force or intimidation, or unauthorized Account activity or use of Services unless the claim or Loss was solely caused by the intentional misconduct of VCIB.
Further, VCIB shall NOT be held liable and is released from all claims, Losses or damages incurred by You or any other person arising from the operation of the Accounts or use of Services or Instruments drawn on or deposited to the Accounts, if the claim, Loss or damage was caused or contributed to by:
- Client’s Internal Fraud Losses: any fraud or unauthorized Account activity or fraudulent use of Services by You or any one or more of Your past or present directors, officers, employees, consultants or agents; or, a forged or unauthorized signature or a material alteration on any Instrument, or a counterfeit Instrument, unless You prove: (1) it was made by a person who was at no time one of Your directors, officers, employees, consultants or agents and without collusion or assistance of such a person; and (2) its occurrence was beyond Your control;
- Client’s Conduct: the actions or omission to act by You or Your past or present directors, officers, employees, consultants or agents, including Your action or failure to act on information provided to You by VCIB;
- Client’s Breach: Any fraud or unauthorized Account activity, including any fraud or unauthorized activity on the Accounts or use of Services in whole or in part due to Your failure to adhere to or implement the policies and procedures set forth under the heading "Client’s Responsibilities";
- Breach of this Agreement: any Loss caused or contributed to by Your breach of this Agreement;
- Unreported Claims: forged or unauthorized signatures on any Instrument, Instruction, or document in connection with the Accounts, or errors on Your Account Statements of any kind, unless reported to VCIB during the Verification Period and such Loss is not otherwise excluded;
- Executing Instructions: executing any Instruction for the Accounts of in respect of Services whenever VCIB is provided with Your Client ID Number or Passwords;
- Cancellation/Restriction of Services: cancelling or restricting use of the Remote Access Services or any other access to Accounts or Services without notice to You;
- Malfunctions: system malfunction, Equipment failure (whether Your Equipment or VCIB’s equipment), system interruption or system unavailability;
- Delays: delays, failure or errors in implementing any Instruction, or Your failure to immediately report known or suspected fraudulent or unauthorized activity on Your Account;
- Information: executing any inaccurate or incomplete Instructions or Account information received by VCIB from You; or
- Disclosure of Sensitive Information by You: misuse of any of Your sensitive banking or business information, including but not limited to Your e-Transfer passwords, Mechanical Signatures, Signing Officer and Delegate identities, signatures or other details, Your Client ID Number, Card, and Password, to engage in Transactions, provide Instructions, or otherwise obtain access to the Accounts and Services if that sensitive information was voluntarily disclosed by You, Your Signing Officers, Delegates or other directors, officers, employees or agents to any Third Party.
YOU AGREE THAT YOU SHALL NOT COMMENCE OR CONTINUE ANY CLAIM OR LEGAL PROCESS AGAINST VCIB THAT YOU ARE PRECLUDED FROM RECOVERING ON BY THE TERMS OF THIS AGREEMENT. YOU FURTHER AGREE THAT YOU WILL NOT COMMENCE OR CONTINUE ANY CLAIM OR LEGAL PROCESS AGAINST VCIB’S SERVICE PROVIDERS, INCLUDING CENTRAL 1 WHICH WOULD BE PRECLUDED BY THE TERMS OF THIS AGREEMENT IF THE CLAIM WERE MADE AGAINST VCIB, OR IF THE SERVICE PROVIDER MAY CLAIM AGAINST VCIB FOR CONTRIBUTION OR INDEMNITY. YOU HEREBY RELEASE VCIB AND CENTRAL 1 AND ITS SERVICE PROVIDERS FROM ALL SUCH CLAIMS.
Under no circumstances will VCIB ever bear any responsibility for any Loss caused or contributed to by erroneous, ambiguous, incomplete or incorrect Instructions actually given by the Client, or for any Loss arising from or after the Client knew or should have known of Suspicious Circumstances affecting a Transaction, Instruction or the operation of the Account, or suspected fraud or unauthorized account activity, or at any time after the Client identifies those suspicions until the Client has actually contacted VCIB and taken sufficient steps to instruct an authorized person at VCIB having ability to suspend further usage of Services; and if so contacted, VCIB’s maximum liability under any circumstance covered by this Agreement shall be the lesser of the aggregate daily E-Transfer limit in place immediately before contact, or $10,000 in any calendar year for any and all claims discovered in that year.
VCIB shall never be liable for any amount in excess of $10,000 in any calendar year for any and all claims discovered in that year under any theory of claim for any Loss incurred by the Client through Service channels covered by E-Transfer for Business. This limitation of liability shall not apply to a Loss that was exclusively caused by the gross negligence or intentional misconduct of VCIB.
The Client acknowledges and understands that the Client may through insurance purchased by the Client from independent insurers, obtain coverage appropriate to the Client’s business needs to seek to cover Losses incurred through the Client’s internal fraud risks, business interruption, external third party fraud, cyber-crime, social engineering, or any similar scheme that targets funds transfers, or funds on the Client’s Account or that could adversely affect the Client’s business operations. If the Client purchases insurance for coverage of any such Losses, the Client shall ensure that all such insurance waives any and all rights of subrogation as against VCIB for covered Losses.
Indemnity
You agree to indemnify and hold the Indemnified Parties harmless from and against any and all Loss, incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to the Accounts or Your use of Services, including but without limitation:
- any of the Indemnified Parties making Online Banking available to You;
- any of the Indemnified Parties acting upon, or refusing to act upon, Remote Instructions;
- any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made through Online Banking;
- any Transaction that results in a negative balance in the Account; or
- the consequences of any Transaction authorized by the Client or a Signing Officer.
You will assist and co-operate as fully as reasonably required by the Indemnified Parties in the investigation and defence of any such claim or demand.
Survival of Disclaimers, Liability Limitations and Exclusions and Indemnities
All disclaimers, liability exclusions, liability limitations and indemnity provisions in this Agreement, in this section or otherwise, survive indefinitely after the termination of this Agreement and apply to the fullest extent permitted by law.
Unless You provide VCIB with contrary written Instructions:
- Waiver: You waive presentment, protest or notice of dishonour for non-acceptance or non-payment in respect of any Instrument delivered to VCIB or deemed to be delivered to VCIB by You for deposit, discount, collection or for any other purpose and You are liable to VCIB as if such presentment, protest or notice of dishonour had been given. VCIB’s records respecting the time of presentment, payment or dishonour will be conclusive evidence of such in the absence of evidence to the contrary; and
- VCIB Protest: VCIB may, in its discretion, note or protest in the usual course any Instrument which VCIB considers should be noted or protested, but VCIB shall not be liable for any failure to note or protest an Instrument.
If we have notice of a possible claim under the Family Law Act, (Ontario) or as amended or replaced,) or its equivalent legislation in any other Canadian jurisdiction, VCIB may refuse to permit any dealings with monies on deposit in the Accounts and may return or refuse to process any Instrument unpaid even though You have monies on deposit. VCIB shall not be liable for any resulting Loss to You or any other person.
25. Hold on Accounts or Transactions
VCIB may place a Hold on the Accounts or Transaction if any of the following occurs:
- VCIB becomes aware of any Suspicious Circumstances;
- an issue arises as to who are the proper signing authorities on the Accounts;
- a claim is made by a Third Party to the funds in the Accounts which, in our discretion, is potentially legitimate; or
- VCIB, in its discretion, determines that it has received conflicting Instructions from Client Signing Officers on the Accounts.
You authorize us to make such inquiries and do such things, at Your expense, as we deem necessary to resolve any of these issues, including applying at Your expense to a Court to pay funds into Court or seek directions from a Court. You agree to indemnify VCIB for any expense or cost incurred by VCIB arising from the need to place a Hold on the Accounts or Transactions, including legal and other expenses incurred relating to an application to a Court.
Any Hold imposed by us pursuant to any of the terms of this Agreement, or investigation undertaken by us, is imposed or undertaken by us in our discretion and for our sole benefit. Release of a Hold by us is not a confirmation that a Transaction, Instruction or Instrument is in fact good and may not be relied upon as such by You. We are not liable for any Loss of any kind, for any unprocessed Transactions otherwise related to a Hold imposed while exercising our rights under this Agreement or as otherwise required or permitted by law.
We may use any of the money deposited in the Client’s Accounts, to pay any debts or other obligations the Client owes to VCIB or any member of the Vancity Group of Companies whether such debts or obligations are owed by the Client alone or jointly with others.
27. Client's Responsibilities
In addition to Your responsibilities set out elsewhere in this Agreement, You agree to:
- Secure Documents: ensure that all cheque books, Account Statements, Electronic Statements, withdrawal or deposit slips, Cards, Client ID Number, Account Codes and all other records provided to You in connection with the Accounts are stored and disposed of in a safe and secure manner. You will conduct periodic reviews to confirm the security of Your documents and Sensitive Information.
- Secure Mobile Devices and Computers: ensure that Your Mobile Devices and any computer used by You to access Services, provide Instructions or initiate Transactions are password or biometric protected and that You do not permit any other person to store their biometrics on Your Mobile Device that You use with VCIB’s Banking App. You agree that You will not share Your password, or store Your Client ID Number, Account Codes on Your Mobile Device or computer in any manner understandable to anyone gaining access. You will keep all firewalls, and anti-virus software up to date and ensure that You run anti-virus searches on at least a weekly basis, that You practice safe computing practices when using Mobile Devices and computers, and that You store and dispose of Your Mobile Device and computers in a safe and secure manner;
- “Jail Broken” or “Rooted” Mobile Devices: You shall not use any of VCIB’s mobile banking apps on a Mobile Device or operating system that has been modified outside the Mobile Device or operating system vendor supported or warranted configurations. This includes Mobile Devices that are “jail-broken” or “rooted”. For the purposes of this Agreement, a jail-broken or rooted Mobile Device means one that has been freed from the limitations imposed on it by Your mobile service provider, the Mobile Device manufacturer, or the operating system developer without their express approval.
- Prevent Unauthorized Access: ensure that commercially reasonable internal procedures and guidelines are in place at all times to identify and prevent fraudulent or unauthorized access to or activity using the Accounts or Services, take appropriate precautions to reduce the risk of Loss by implementing reasonable measures, including without limitation, appropriate security measures for sensitive employment positions, reference checks, purchasing cyber-crime and fidelity insurance, division and rotation of accounting responsibilities, bank reconciliation or other banking functions, Account Access Device security protocols, and to record particulars of any unauthorized Account access or activity. You will ensure that Your cheques are numbered sequentially, that You write cheques only in words and figures without blank spaces that may facilitate alteration, You will keep Your Client ID Number and Passwords confidential and secure, You will immediately take all available steps to prevent any unauthorized access or activity, or continuation of such unauthorized access or activity, and You will take all reasonable steps to recover Losses resulting from the unauthorized access or activity once detected from the person who engaged in such activity;
- Confirm Information and Instructions: ensure that Your Contact Info and all information and all Instructions, Client ID Numbers User Names and Passwords, provided by You to VCIB are accurate and if entered from a computer terminal or Mobile Device are entered correctly;
- Disclosure of Documents and Information: disclose and deliver-up to VCIB any and all information, identification or other documentation requested by VCIB for purposes of verifying Your identity, address, occupation or business, or relating to use of the Accounts or the Services, including information about You, Your directors, officers and shareholders, Your Transactions, Instructions or Instruments or such other information, identification, or documentation as may reasonably be required by VCIB;
- Ensure Compliance with this Agreement: ensure that all parties authorized to conduct Transactions or access Accounts or Services on behalf of the Client are made aware of this Agreement and accept their obligations, responsibilities and liabilities under the Agreement before conducting any Transactions or accessing Accounts of Services;
- Comply with VCIB Guidelines: observe all VCIB instructions and guidelines communicated by VCIB in writing, posted at any VCIB offices, on the Website, or otherwise communicated to You by VCIB through Remote Access Services, or otherwise, in relation to operation of Accounts. (Note: VCIB will never initiate a communication with You by email asking for Your personal or Account information.); and
- Not to Undermine Security: refrain from taking any steps, or from causing, or permitting anything to be done that could undermine the security or integrity of the Services (including activities that threaten to harm or cause harm to any other participant in the provision, utilization, or support of any Services or Third Party services accessed through our Services or facilities).
You must notify VCIB immediately, in person or by telephone through VCIB’s Client Services Centre toll free (within Canada and the U.S.) at
1-888-708-7800 or for telephone device for the deaf:
1-888-702-7702, if any of the following occurs:
- You become aware of any Suspicious Circumstances in respect of the Accounts;
- if Your Client ID Number User Name, or Passwords may have been lost, stolen, or otherwise become accessible to an unauthorized person;
- Your Account Statements, a paper copy of Your Electronic Statements, cheque books, Card, Client ID Number, Passwords or confidential Account information becomes lost, misplaced or stolen; or
- for those Accounts where paper Account Statements are delivered, You do not receive an Account Statement by the 21st of the month for the prior statement period
You agree to fully co-operate with VCIB and any police authority for the purpose of investigating, prosecuting or in recovery efforts relating to any Loss due to fraud or unauthorized Account activity.
28. Our Electronic Records
VCIB may, in its discretion and subject to applicable laws, create and retain Digital or Electronic Representations of all records relating to the Accounts, Instructions, or Your use of Accounts and Services, and may destroy the original paper versions of those records, if any, without prior notice to You. VCIB’s Digital or Electronic Representations of those records may, except where expressly prohibited by law, be relied upon as originals and are admissible in any legal, administrative or other proceedings between the parties in the same manner as an original of the document, and You will not object to the admission of VCIB’s Digital or Electronic Representations of those records as evidence in legal, administrative or other proceedings on the grounds that they are not originals, are not in writing, are hearsay, are not the best evidence or are documents containing information extracted from a computer.
You may close any or all of the Accounts at any time.
VCIB may also, at its discretion, close any or all of the Accounts without prior notice and without liability to You or any other person.
Subject to VCIB’s rights under this Agreement, You agree that VCIB may return any funds remaining in the Accounts after closure by crediting the amount against amounts You owe to VCIB or any member of the Vancity Group of Companies, or by issuing and delivering a VCIB draft in the Client’s name. Delivery of the draft may be made personally to one of Your Authorized Signatories, Delegates, or other agents, by sending it, by courier or mail, to the most recent address listed in Your Contact Info in VCIB’s files, to such other address as You may designate in writing, by personally delivering it to such address, or as otherwise permitted by law.
D. ADDITIONAL TERMS APPLICABLE TO REMOTE ACCESS SERVICES
1. Use of Remote Access Services and Account Access Devices
You may use the Remote Access Services and Account Access Devices to access the Accounts, to conduct Transactions, and provide Instructions to VCIB as permitted by VCIB. VCIB is not required to confirm the identity or authority of any person who conducts Transactions or provides Instructions using the Remote Access Services or through an Account Access Device and may rely upon Remote Instructions as genuine. Except as expressly specified otherwise in this Agreement, Transactions undertaken or Instructions provided by way of any Remote Access Services, or through an Account Access Device, shall be deemed to be authorized by You and binding upon You to the same extent as if a Signing Officer delivered original signed Instructions in writing to VCIB. You acknowledge and agree that such Instructions may not be subject to revocation or countermand.
2. Electronic Access to Accounts
Remote Access Services provided by VCIB, or Transactions through an ATM may be governed by additional and supplementary agreements. The Remote Access Services may be accessed and used only by Clients who are at least 19 years of age and who have been granted authorization to use the Remote Access Services by VCIB.
If You make an error using an ATM or other Account Access Device or otherwise through the Remote Access Services, You must immediately contact VCIB’s Client Services Centre. You may not be able to stop or reverse a Transaction made through an ATM or other Account Access Device or the Remote Access Services. You will be responsible for all Loss arising from Your error and to indemnify the Indemnified Parties for any Loss suffered from Your error or any assistance provided by them to rectify it.
3. Delegates and Non-Signers
In this Agreement, the Client’s responsibilities to VCIB are to be performed by the Signing Officer and their Delegates and appointed Non-Signers. The Client authorizes each Signing Officer to use Online Banking and to appoint Delegates and Non-Signers, and authorizes Delegates and Non-Signers appointed by a Signing Officer to access the Accounts and Services in accordance with their appointment, and to access the Client’s confidential banking information held by VCIB.
The Client acknowledges that VCIB disclaims responsibility and agrees that VCIB is not liable for the actions or omissions of Signing Officers, Delegates and Non-Signers or for determining the adequacy of their authority and that it is the Client's exclusive obligation to verify the identity of each such person at the time of their appointment by the Client. Further, the Client acknowledges that VCIB disclaims liability and is not responsible to maintain in its records any identifying information on the Delegates or Non-Signers and that the Client is solely responsible for ensuring that the Delegates have access to the Accounts by Delegates and Non-Signers.
The Client acknowledges that persons appointed as Delegates and the Non-Signers will not be permitted to authorize Transactions on the Account. All Transactions started by a Delegate or Non-Signer must be affirmed and authorized by one or more Signing Officer, in accordance with Your Certificate, before being completed. A Delegate or a Non-Signer can request through Online Banking that VCIB cease printing or mailing statements of the Account to the Client.
At the request of VCIB, the Client must provide full and current particulars of the identities of any and all Signing Officers, Delegates, and Non-Signers who have any rights of access to any Accounts using Online Banking. VCIB may, in its discretion, require any Signing Officers, Delegates, and Non-Signers to attend at a VCIB branch to present identification to verify their identity.
4. Availability of Remote Access Services
The availability of Remote Access Services depends on telecommunications systems, computer hardware and software, and other Equipment, including Equipment belonging to VCIB, Central 1 and Third Parties. VCIB does not guarantee and is not obliged to provide continuous or uninterrupted access to Remote Access Services. VCIB may periodically suspend access to Remote Access Services for auditing of systems, maintenance, upgrades and other purposes or due to other causes. VCIB is not liable for any Interruption Claims. The Client releases and agrees to hold harmless VCIB and its Service Providers (including Central 1) from any and all Interruption Claims.
The Client or the Signing Officer may provide Remote Instructions, as permitted by VCIB. VCIB may, in its discretion, delay acting on or refuse to act on any Remote Instruction, for purposes of verification or otherwise, but is not obliged to do so. A Remote Instruction is deemed to be received by VCIB, only when actually received and reviewed by an employee or agent of VCIB capable of acting upon and implementing the Remote Instruction. You may request that VCIB not accept Remote Instructions for Accounts designated by You by providing a written request to VCIB, after which this paragraph will not apply to such Accounts and all Instructions will need to be given in person at a branch. In such case, Remote Access Services will not be available to You.
If VCIB makes e-Transfer Services available to You and You use the e-Transfer Services, You acknowledge and agree that:
- the e-Transfer Services are only available in Canadian dollars;
- Your Account will be debited as soon as You initiate an e-Transfer Transaction, and VCIB, or a Service Provider who provides the e-Transfer Services, may Hold the e-Transfer Transaction amount until the recipient successfully claims the e-Transfer Transaction or the e-Transfer Transaction is cancelled. You will not be paid interest on the e-Transfer Transaction amount while held. To the extent permitted by law, VCIB is deemed to have a security interest in the e-Transfer Transaction amount from the time the Account is debited until the recipient successfully claims the e-Transfer Transaction or the e-Transfer Transaction is cancelled. VCIB cannot guarantee the date of deposit;
- e-Transfer Transactions are subject to number and dollar limits that may change from time to time without prior notice to You;
- VCIB will not be responsible or liable for any Loss incurred as a result of funds held or limits set by VCIB, the e-Transfer Service Provider, or a Participating Financial Institution;
- VCIB, a Participating Financial Institution, and e-Transfer Service Providers are entitled to pay the e-Transfer Transaction amount to anyone who claims to be the recipient and successfully provides the necessary password;
- VCIB will not be liable for Losses or damages incurred as a result of a person other than the intended recipient guessing or obtaining the necessary password; and
- VCIB will not be liable for any Loss arising as a result of a delay in processing an e-Transfer Transaction or for e-Transfer Transactions claimed by someone other than the intended recipient.
If You are the sender, the e-Transfer Transaction and the e-Transfer Transaction amount will be returned to You but not any applicable Service Charges:
- if the recipient does not claim the e-Transfer Transaction within the stipulated period from the date the e-Transfer Transaction is initiated; or
- if the e-Transfer Transaction cannot be successfully sent to the recipient's email address as provided by You, or if the recipient declines the e-Transfer Transaction.
Where sending an e-Transfer, You are responsible for providing the recipient's correct email address or a valid phone number that can receive SMS text messages for the recipient. You will immediately update either or both if there are any changes. You represent to VCIB that recipients have consented to Your use of their email address or telephone number for each e-Transfer Transaction.
If the recipient successfully claims the Transaction but provides incorrect account information, the e-Transfer Service Provider or its agent may request and require delivery of correct account information from the recipient prior to making payment or may mail an Instrument to the recipient to an address provided by the recipient without notifying You first.
As the sender, You may be able to cancel a Transaction up to the time the recipient successfully claims the e-Transfer Transaction. As a recipient, You acknowledge that an e-Transfer Transaction may be cancelled up to the time You successfully claim the e-Transfer Transaction. All disputes must be resolved directly between the sender and the recipient. VCIB may refuse to provide e-Transfer Services to You at its discretion and will not be liable for any Loss arising as a result of:
- a delay in processing an e-Transfer Transaction;
- e-Transfer Transactions claimed by someone other than the intended recipient; or
- an error made by the sender or the recipient.
VCIB may cancel a Transaction if it has reason to believe that a mistake has occurred or if it believes that the Transaction is related to unlawful or fraudulent activity.
The terms and conditions of this section relating to e-Transfer Services apply only when the e-Transfer Service is used. These terms apply in addition to the other terms and conditions in this Agreement and other agreements You have entered into specific to Your use of the e-Transfer Services. If there is a conflict between this section relating to e-Transfer Services and the other terms and conditions in this Agreement or any other agreement You have with VCIB that is not specific to the Transaction in issue, this section relating to e-Transfer Services will apply to the extent necessary to resolve the conflict with respect to e-Transfer Services.
VCIB, may, but is not obliged to issue the Client with a physical or virtual debit Card. If VCIB issues You with a Card, then You shall use Your Card only for the purpose of using an ATM, or POS or obtaining such other Services as are agreed upon between You and VCIB, or otherwise permitted by VCIB. VCIB remains the owner of the Card issued to You and You shall return it upon request. This Agreement, and the fact that You have the use of a Card, does not give You credit privileges or any entitlement to overdraw the Accounts or to use any specific Service.
8. Liability for Client’s Card
Once You have requested and first used the Card, You are liable for all use of the Card by any person prior to the expiry, cancellation or notification to us of the misuse, loss or theft of the Card, that Your Password may be compromised or any other Suspicious Circumstances relating to Your Card or Password. However, in the event of alteration of Your Account balance due to technical problems attributable solely to VCIB, card issuer errors or system malfunctions, You will be liable only to the extent of any benefit You have received, and will be entitled to re-instatement of Your Account balance by VCIB.
VCIB is not liable to You for any action or failure to act of a merchant or refusal by a merchant to honour the Card for any reason. If You purchase any goods or services from a merchant via a POS Transaction, You must settle any dispute regarding the goods or services purchased directly with the merchant. VCIB is not liable for any problems with such goods or services and You agree that You will not involve VCIB in any such dispute.
VCIB may relieve You from liability for unauthorized use of Your Card where You have inadvertently contributed to the unauthorized use and co-operated in an investigation or proceeding. Circumstances where VCIB may do so include:
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Where:
- i. Your Passwords have become known to someone other than You despite Your having met all of Your obligations under this Agreement, or otherwise at law, relating to the confidentiality of Your Client ID Number and Passwords, and security of Account Access Devices;
- ii. the Transactions in question, using the Card, occurred after VCIB received notice from You of misuse, loss or theft of Your Cards, that Your Passwords may be compromised or other Suspicious Circumstances relating to Your Card or Password; and
- iii. VCIB will not otherwise be liable for any damages or other liabilities that the Client may incur by reason of VCIB acting, or failing to act, on Remote Instructions given in the name of the Client whether or not the Client or a Signing Officer actually gave the Remote Instructions; or
- as otherwise required as a result of VCIB’s adoption of the Canadian Code of Practice for Consumer Debit Card Services. That code applies to consumer Card Transactions but will not relieve the Client from liability in respect of Card Transactions on a business Account.
Notification to VCIB shall not be treated as received by VCIB until You provide notice of the problem to VCIB’s Client Services Centre or in person to a branch of VCIB.
9. Client ID Number and Passwords
You will be provided with a Client ID Number and a temporary password. You must select Passwords associated with Your Accounts and Services and to obtain access to Remote Access Services. Your Client ID Number and Passwords remain the property of VCIB and may be cancelled or suspended by VCIB at any time without prior notice to You and without any liability to You or any other person.
10. Confidentiality of Client ID Number and Passwords
Your Passwords must be different from any identification number or other secret code You use for other banking or non-banking services. You must ensure that all Passwords are complex, a minimum of 9 characters and contain a combination of numbers, letters and at least one special character. You may not use Your birth date, Your telephone number, Your business address, Your social insurance number or any other readily identifiable combination of letters or numbers in Your Passwords (e.g. 1111, 1234, etc.).
You may change Your Password at any time. The Client agrees to change, and will ensure that each Signing Officer, Delegate and Non-Signer changes their Password when required by VCIB. A Password must be changed if there is a change in the persons authorized to provide Remote Instructions on the Account using the Password.
Your Client ID Number and Password are for use of the individual to which they are assigned or by whom they are selected. Each of You must take all reasonable precautions to maintain the secrecy of Your Client ID Number and Passwords. Each of You agrees not to disclose Your Password to any other person. You must memorize Your Password and not record them anywhere in a format which can be read or readily deciphered.
VCIB may, from time to time, require additional security measures, and the Client must comply, and ensure that each Signing Officer, Delegate and Non-Signer complies, with all such security measures. The Client is aware, and will ensure that each Signing Officer, Delegate and Non-Signer is aware, of the risks of unsolicited email, telephone calls, and text message transmissions from persons purporting to be representatives of VCIB or requesting disclosure of sensitive banking information. The Client will not, and will ensure that each Signing Officer, Delegate and Non-Signer agrees not to respond to such unsolicited communications and will only initiate communications with VCIB either through Online Banking, or through VCIB's published contact information as shown on VCIB's Website, or as provided at a branch of VCIB.
11. Account Access Device Security
Some Remote Access Services are made available through the Internet or a telephone service provider. You acknowledge that, although VCIB uses security safeguards to protect against loss, theft, and unauthorized access, because of the nature of data transmission, security is not guaranteed, and information is transmitted at Your risk.
The Client agrees that it will follow, and is responsible for any failure of a Signing Officer, Delegate and Non-Signer to follow appropriate security protocols, including:
- ensuring that any Account Access Device used to access Online Banking is auto locked by a complex password or biometric security to prevent unauthorized use of the Account Access Device, has a current anti-Contaminant protection software installed and a firewall;
- ensuring that each person accessing the Accounts and Services through an Account Access Device understands that it is their responsibility to take reasonable steps to reduce the risk of Contaminants or online attacks and the risk of unauthorized access to the Accounts, including compliance with Your obligations under this Agreement and additional security policies and protocols implemented by You or required by VCIB;
- signing out of Online Banking and, where applicable, closing the browser when finished using it;
- refraining from using public or shared computers or other Account Access Devices, or using Account Access Devices in a public place, or through an open Wi-Fi or shared Bluetooth portal, to access Remote Access Services or, alternatively, ensuring that adequate precautions are taken to protect Passwords and Your Client ID Number from inadvertent disclosure or otherwise being compromised;
- refraining from using public free Internet email service providers, or any other email service that is not within the control of the Client and known to be safe and secure, to communicate with us with respect to the Accounts and Services, or to communicate confidential information relating Your business or banking which may be used to obtain or facilitate unauthorized access to the Accounts and Services;
- ensuring that any information entered into or stored on any Account Access Device You use to access the Services or engage in Transactions is protected against unauthorized disclosure and access; and
- to never, under any circumstances leave an Account Access Device used to access the Accounts or Remote Access Services, until the session has been terminated and You have logged out of the Accounts or Remote Access Services accessed through an Account Access Device.
12. Third Party Services and Links
VCIB may, from time-to-time, make services provided by Third Parties available through VCIB's Website, including the Online Banking portal, and provide links to Third Party websites used to access those services. You acknowledge and agree that:
- VCIB makes the services of Third Parties available through VCIB's Website for the convenience of the Client. The services are provided by the Third Party and not VCIB. Your relationship with the Third Party shall be a separate relationship, independent of the relationship between You and VCIB, and such a relationship is outside the control of VCIB;
- VCIB makes no representation or warranty to You with respect to any services provided by a Third Party;
- You assume all risks associated with accessing or using the services of Third Parties;
- VCIB has no responsibility or liability to You in respect of services provided by a Third Party;
- any dispute that relates to services provided by a Third Party is strictly between You and the Third Party, and You will raise no defence or claim against VCIB as a result of the conduct of a Third Party;
- collection, use and disclosure of information provided by You to the Third Party will be subject to confidentiality and privacy policies of the Third Party and beyond the control of VCIB; and
- if we use a Third Party to complete a Remote Instruction on Your behalf or to provide You a Service, You agree that the Third Party is Your agent and is not acting as our agent.
13. Additional Disclaimers, Liability Exclusions, and Liability Limitations for the Remote Access Services
Your use of the Remote Access Services, including any materials, data or information transmitted, communicated, posted, submitted, downloaded or otherwise obtained through use of the Remote Access Services is at Your own risk.
You are solely responsible for provisioning, configuring and maintaining all Account Access Devices and software You use or allow other persons to use in connection with Your use of the Remote Access Services.
The operation of the Remote Access Services may be affected by numerous factors beyond the control of VCIB. The operation of the Remote Access Services may not be continuous or uninterrupted or accessing them fully secure. Security, privacy, and data transmission risks cannot be eliminated. Password protection may not prevent unauthorized access to information or data, including Your Client ID Number and Passwords and any other information or Instructions transmitted to access the Remote Access Services.
You agree that VCIB and its Service Providers are not liable to You or any other person for any Loss incurred by You or any other person arising from or related to any misprints or errors arising in connection with the Remote Access Services, or other Loss arising as a result of VCIB or its Service Providers providing or failing to provide Remote Access Services to You, except to the extent that the Loss results solely from VCIB’s error and is not otherwise excluded by the terms of this Agreement or any other agreement You have entered into with VCIB.
14. Bill Payments Made Through Online Banking and Other Services
You acknowledge and agree that:
- bill payments made through Online Banking are not processed immediately and that the time period for processing depends upon a number of factors, including, without limitation, the time when the bill payment is authorized and the internal accounting processes of the bill payment recipient;
- it is Your responsibility to ensure that bill payments are authorized in sufficient time for the payment to be received and processed by the bill payment recipient before its due date; and
- VCIB will not be liable for any Loss arising as a result of non-payment or a delay in the processing of bill payments.
15. Transfers With External Accounts
If VCIB Online Banking enables You or a Signing Officer to authorize the Transfer of funds between the Account and an External Account, then:
- You agree to inform VCIB in writing of the External Accounts You wish to link to the Account in a form acceptable to VCIB;
- VCIB reserves the right to refuse to accept the External Account, to terminate the External Account Transfer Service at any time, or to limit the External Account Transfer Services, including the number of External Accounts that may be linked to the Account, the dollar value of Transfers, the number of Transfers, and the type of Transfers that can be conducted between the Account and the External Account (specifically, whether Transfers will be in the form of credits to the External Account, debits from the External Account, or both credits to and debits from the External Account), all without prior notice to You;
- You agree that You are solely responsible for providing VCIB with all required details of the External Account necessary to link it to Your Account and that VCIB may rely upon the information provided by You for this purpose;
- You and the Participating Financial Institution holding the External Account must provide authorization to establish the link between the Account and the External Account;
- You agree that You will not link the Account to an account that is not owned by You;
- You may only link an Account to an External Account with a financial institution domiciled in Canada that is in the same currency as the linked Account;
- VCIB reserves the right to Hold funds received from an External Account;
- You consent to the use and disclosure of personal and confidential banking information between VCIB and the Participating Financial Institution that holds the External Account for purposes of verifying the External Account or any Transactions Transferring funds between the Account and the External Account. You represent and warrant to VCIB that You have all necessary authority to grant this consent on behalf of all individuals whose personal information has been disclosed to VCIB in respect of the Accounts and Services or to the financial institution holding the External Account;
- funds usually arrive in Your External Account or Account within 2 to 3 business days from the day the request is initiated. VCIB cannot guarantee the date of deposit to the Account or External Account;
- all Transfers to an Account from an External Account may be reversed if the Transaction that was the source of funds in the originating External Account is reversed, funds are returned or it is found not to be good for any reason, or if any Transfer is reversed or cannot be delivered for any reason; and
- You agree that for security or risk management purposes and at VCIB's discretion, a nominal sum may be Transferred to the External Account once per year.
16. Transfers With Linked Accounts
If VCIB through Online Banking enables the Client, to link multiple Accounts to a single user name to allow such persons to access the Accounts and other Accounts they have with VCIB from a single user name, it will not constitute a merger of the Accounts. If the Accounts are linked through Online Banking, then:
- (a) VCIB reserves the right to refuse any specific request to link Accounts to other accounts;
- (b) You agree that VCIB, in its discretion, may limit the type of Transactions that can be conducted between linked Accounts, specifically whether Transactions will be in the form of credits to an Account, debits from an Account, or both credits to and debits from an Account;
- (c) VCIB reserves the right to limit the number of Accounts that can be linked, the dollar amount of Transactions to or from a linked Account, and the number of Transactions to and from a linked Account;
- (d) VCIB reserves the right to apply a Hold on a Transaction Transferring funds to a linked Account for a period of time to be determined by VCIB, during which time the Transaction proceeds or portion thereof will not be accessible to You;
- (e) You acknowledge and agree that VCIB cannot guarantee the date of completion of a Transaction to or from a linked Account. VCIB will not be held liable for any Loss arising as a result of a delay in the processing of Transactions; and
- (f) all Transfers between Accounts may be reversed if the Transaction that was the source of funds in the Originating Account is reversed, funds are returned or it is found not to be good for any reason, or if the Transfer cannot be completed for any reason; and
- (g) all Transfers to an Account from any other accounts are recorded on a provisional basis only, and made subject to VCIB’s absolute right of reversal at any time up until the expiry of the time limits as prescribed by the Rules of Payments Canada, regardless of any intervening insolvency, bankruptcy or death of the Client, and if a Transfer is reversed, VCIB shall be entitled to record reversal of the Transfer to the Account such that settlement of accounts and right of recourse for the reversed Transfer shall be solely and exclusively as between the original payor and the Client or its estate.
17. CORPORATE CAPTURE AND VCIB MOBILE DEPOSIT
TM
CORPORATE CAPTURE AND VCIB MOBILE DEPOSITTM allows Clients to make deposits to Accounts by taking a picture of the front and back of cheques and certain other Instruments using either a corporate capture machine or a Mobile Device and delivering to VCIB an Official Image together with associated deposit information. Solely for the Mobile Deposit Service, VCIB appoints the Client as its agent, to act on behalf of VCIB in the creation and transmission of an Official Image to VCIB. In addition, the Client agrees, at the specific request of VCIB, to perform any other related duties that may be required by VCIB, under the Rules and applicable legislation governing negotiable Instruments required for use of the Mobile Deposit Service. As VCIB’s agent, transmission to and actual receipt by VCIB of the Official Image will have the same effect as if the negotiable Instrument was delivered to a branch of VCIB for negotiation and clearing. The Client acknowledges and agrees that this role as agent cannot be further delegated by the Client. On first use and on each subsequent use of the Mobile Deposit Service, the Client, personally, and on behalf of all Account holders agrees to the terms and conditions of use of VCIB MOBILE DEPOSITTM as set forth in this Agreement and as it may be amended from time to time.
You grant to VCIB and its Service Providers (including Central 1) the right to use Official Images in order for VCIB and its Service Providers to provide the Mobile Deposit Service. For greater certainty, You grant to VCIB and Central 1 a non-exclusive, irrevocable, perpetual, royalty free, world-wide right to and license to use and authorize other persons to use captured images and supporting data and provisioning data created by You, including use of Official Images and clearing replacement documents, solely for purposes of providing Services to You and performing VCIB’s and Central 1’s obligations and enforcing VCIB’s and Central 1’s rights under this Agreement. You agree that VCIB and Central 1 may enforce this Agreement against You in connection with the Mobile Deposit Service.
Eligible Items: The Client agrees to only image and seek to deposit items that qualify as Eligible Items. Specifically, the Client may image and seek to deposit only original paper cheques drawn on a financial institution located in Canada and payable in Canadian Dollars.
Ineligible Items: The Client agrees that they will NOT image and will not seek to deposit:
- (a) any Instrument that the Client suspects may not clear when presented;
- (b) any Instrument that the Client suspects may be tainted by fraud or illegality or where the Instrument may be forged, counterfeited, or unauthorized by the drawer;
- (c) post-dated Instruments, or stale dated Instruments drawn more than 6 months prior to the date of deposit;
- (d) Instruments payable to any person or entity other than the Client (for example Instruments payable to other persons);
- (e) any Instrument that has been altered in any way or is franked, marked or is in any way illegible;
- (f) any Instrument that is not an original signed Instrument, (specifically, the Client will not seek to deposit photocopies, pdf’s, scans or printouts of an Instrument);
- (g) any Instrument payable jointly, unless deposited to an Account held in the name of all payees;
- (h) any Instrument payable in a currency other than Canadian Dollars; and
- (i) any Instrument that has already been sent through any mobile deposit service or remote deposit capture service, even if the initial deposit for the Instrument was previously reversed.
Procedure for making Official Image for Mobile Deposit Service: The Client agrees to endorse on the back of each Instrument before being imaged for Mobile Deposit Service, by signing the Client’s name and writing “For deposit only to VCIB Account #_____ ”, filling in the correct information for the Account, which must be the Client’s own Canadian dollar denominated Account. Immediately after imaging and transmitting the Instrument using the Mobile Deposit Service, the Client will mark the front of the Instrument with the word “DEPOSITED” and will retain the cheque for at least 45 days, but no more than 120 days after the deposit.
Verification of Deposits and Destruction of original Instrument: In addition to the Client’s obligations set forth elsewhere in this Agreement or the Account Agreement the Client agrees to review the Account statement or electronic Transaction Record of the account using Online Banking at least monthly. The Client will then reconcile and confirm that all deposits made by use of the Mobile Deposit Service during the preceding month are properly reflected on the Account statement or electronic Transaction Record of the account using Online Banking. If any deposit is not properly reflected on the Account Statement, the Client will immediately give written notice to VCIB of any errors or omissions. If any Instrument appears to have not been properly and finally deposited to the Account or there are any errors or omissions in the Account statement, the Client shall immediately go to their branch and provide the original Instrument. If there are no noted discrepancies, errors or omissions in the Account statement, the Client will thereafter destroy the original Instrument. In all circumstances, except where the original Instrument has been requested for presentment by VCIB, the Client agrees to destroy the original Instrument before the expiry of 120 days after transmitting the Official Image to VCIB.
MOBILE DEPOSIT SERVICE – Additional Terms and Conditions of Use: If VCIB, through Online Banking, makes the Mobile Deposit Service available and the Client uses the Mobile Deposit Service, the Client acknowledges and agrees that the Client shall be personally responsible and liable for:
- (j) compliance with this Agreement;
- (k) maintaining adequate security over any Mobile Device used, the location of use of the Mobile Device, and assigning and using necessary passwords on the Mobile Device to prevent use by others or interception of data transmitted;
- (l) ensuring that all Official Images created and transmitted are of good quality and fully and accurately capture all material details of the Eligible Item;
- (m) maintaining adequate safeguards and procedures for the marking, preservation of originals and destruction of all Eligible Items transmitted as Official Images; and
- (n) verifying that deposits expected to be made to the Account reconcile with dates and amounts applicable to transmissions made using the Mobile Deposit Service and for providing immediate notice to VCIB of any errors, omissions, irregularities, or concerns about suspicions of fraudulent Instruments or any compromise of the security applicable to the use of the Mobile Deposit Service.
VCIB may, upon actual receipt of what reasonably appears to qualify as an Official Image, treat such as an Official Image and as if it were an original of a negotiable Instrument received at a branch of VCIB, subject to the Agreement and any policies of VCIB governing negotiable Instruments.
The creation of an Official Image will be done using a method authorized by VCIB, in its sole discretion, from time to time. Further, the Client agrees to take all proper and necessary precautions to prevent any other person from purporting to create or transmit an Official Image to the credit of the Client’s Account. Nothing in this Agreement obliges VCIB to accept for deposit any item whether it is or purports to be an Official Image. If the Client has any suspicions or concerns about the authenticity, validity, negotiability, or chain of title to any item purporting to be an Eligible Item, then the Client shall not seek to use the Mobile Deposit Service for negotiation or collection of that item, but will instead bring the original of that item to the counter of their VCIB branch, identify the specific concerns to VCIB, and fully disclose all material facts known by the Client relating to that item and fully cooperate with any inquiry or investigation of the concerns. The Client acknowledges and agrees that VCIB cannot verify the authenticity or negotiability of any item presented to it for collection or negotiation, even when a Client brings the original to the branch and that the Client alone remains responsible for all items delivered for collection or deposit to their Account.
The Client shall not seek to use the Mobile Deposit Service to deposit any Instrument into an Account different from the currency denominated on the Instrument. Canadian dollar Instruments shall only be deposited to a Canadian dollar Account.
Official Images received through the Mobile Deposit Service are subject to number and dollar limits that may change from time to time without prior notice to the Client.
Any Transaction made on any day or at any time during which VCIB is not open for business, may be credited to the Account on the next business day of VCIB.
The Client agrees to make no further use of the original of an imaged Eligible Item, and shall safely retain possession of the original of the Eligible Item without further negotiation, transfer, or delivery to any other person or holder.
In addition to all obligations and responsibilities either set forth in this Agreement or elsewhere, the Client agrees to indemnify and hold harmless VCIB and its agents, directors, officers, employees, affiliates, and licensees and service providers engaged to process the Mobile Deposit Service (collectively, the “Indemnified Parties”) from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to the Client’s use of the Mobile Deposit Service or duplicate negotiation of items that were at any time presented as Official Images of Eligible Items. The Client must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense of any such claim or demand.
The disclaimers, liability exclusions, liability limitations, and indemnity provisions in this Agreement survive indefinitely after the termination of this Agreement and apply to the extent permitted by law. Without limiting the foregoing, the Client releases and will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and damages, including direct, indirect, and consequential incurred by the Indemnified Parties as a result of any breach by the Client of this Agreement, or any claims arising from or relating to misuse of Official Images or items purporting to be Official Images, or negotiation of Eligible Items where an Official Image has also been transmitted for collection.
The Client is responsible for any and all costs and obligations associated with obtaining a replacement Instrument in the event that VCIB requests that the Client re-transmit an Official Image in accordance with the terms herein and if the original Instrument was destroyed in accordance with the terms herein or was otherwise lost.
In VCIB’s sole discretion, electronic notices for purposes related to the Mobile Deposit Service may be generated and sent to You at Your Contact Info after the Client uses the Mobile Deposit Service to transmit an Official Image, including informing the Client of the receipt by VCIB of an Official Image. To receive such electronic notices, You must provide Your Contact Info required by VCIB, and in doing so, consent to the receipt from VCIB of electronic notices generated following use of the Mobile Deposit Service. An electronic notice, if any, sent in connection with the Mobile Deposit Service is for information purposes only and is no guarantee that the Official Image will be accepted by VCIB or that the Account will be credited, or that any credit is final.
VCIB will not be liable for any Loss or inconvenience of any nature or kind whatsoever arising as a result of use of the Mobile Deposit Service, including, but not limited to, a delay in processing a Transaction or VCIB requiring the Client to obtain replacement Instrument.
VCIB may, in connection with Online Banking, permit a Signing Officer, Delegate or Non-Signer to view and print images of documents. You acknowledge and agree that such images are made available by VCIB as a service to You and the provision of such images does not in any way oblige VCIB to permit the Signing Officer, Delegate or Non-Signer to view and print images of documents in the future.
19. Website Use Agreement
Your use of the Website is governed by a Website Use Agreement, as amended from time to time, which may be found at http://www.vcib.ca/. Each time You use the Website, You signify that You have read, understood and agreed, without limitation or qualification, to be bound by the Website Use Agreement as it then reads. If You do not agree with each provision of the Website Use Agreement, You may not use the Website. In the event of a conflict between this Agreement and the Website Use Agreement, this Agreement shall govern in respect of any Remote Access Services You access through Online Banking.
Except for specific terms in this Agreement or any other agreement expressly to the contrary, any notice required or contemplated by any provision of this or any other agreement to be given to VCIB shall be in writing and is deemed given when actually received by us. Either party may give notice by Digital or Electronic Representation, or mail. Notice may be given to You, except where expressly prohibited by law, by mail, fax, email, other Digital or Electronic Representation, through Online Banking, Mobile Banking, at an ATM or through another Account Access Device, or any other means VCIB reasonably believes will bring the notice to Your attention, and is deemed to have been received on the earliest of: (a) the time the notice is actually received by You; (b) the time the notice is deemed to be received by You in law; or (c) 5 days after sending the notice to You.
2. Termination of Access Privileges and Agreement and Dormancy
VCIB may, in its discretion, change, suspend or terminate the Card or Services or any of their features at any time, or Your ability to access the Accounts through the Account Access Devices, or this Agreement in its entirety for any reason, without any prior notice to You, and without any liability to You or any other person. Without limiting the generality of the foregoing, VCIB may cancel Your ability to use the Remote Access Services if You breach any provision of this Agreement.
If Your ability to use any Service is restricted, suspended, or terminated, this Agreement will nevertheless continue to apply and be binding upon You in connection with the Accounts and Services.
VCIB in its discretion may levy and deduct an administration fee on any Dormant Account. VCIB will give notice to the Client of such a fee.
3. Evidence of Transactions
A paper Transaction Record dispensed mechanically, or an electronic Transaction Record sent to Your Contact Info as a result of the use of the Card constitutes a record of Your Instructions. In the absence of evidence to the contrary, the records of VCIB are conclusive for all purposes, including litigation in respect of: (a) any Instructions given to VCIB; (b) the contents of any envelope deposited into an ATM; (c) the making of a withdrawal, deposit, payment or Transfer through the use of the Card or the Remote Access Services; and (d) any other matter or thing relating to the state of Accounts between You and VCIB in respect of any Transaction.
4. No Other Representations, Warranties or Obligations
The representations, warranties and obligations of VCIB expressly set out in this Agreement, and any other applicable agreement, constitute the entire representations, warranties and obligations of VCIB with respect to Your Accounts and Services. Except for changes to this Agreement made in accordance with the terms of this Agreement, any advice, information or statements provided by VCIB, its Service Providers, its agents or their representatives, whether oral or written, will not create any binding representation, warranty or condition or vary or amend this Agreement, including the liability exclusions, liability limitations, release and indemnity provisions, and You may not rely upon any such advice or information for that purpose. This Agreement supersedes any pre-existing agreements, communications, representations and discussions between You and VCIB relating to the Accounts and Services. Any other agreements between You and VCIB or terms of business relating to the Accounts or the Services shall remain unaffected, except that if any conflict between such terms and the terms of this Agreement arises, this Agreement shall prevail in so far as the conflict relates to the subject matter of this Agreement.
5. Personal and Confidential Information Use and Protection
VCIB, its parent corporation, its subsidiaries, its affiliates, and its agents may collect, use and disclose Your personal and confidential business information in order to provide financial Services and products to You, to identify and inform You about Services or products for which You may be eligible, to verify or determine Your identity, and to comply with legal and regulatory requirements and to manage its legal and operational risk, all in accordance with this Agreement and the VCIB Privacy Statement.
You agree to provide VCIB with Your SIN or CRA Business Number if You have Accounts that earn interest and Your SIN is required for purposes of tax reporting, or if You operate a trust account for a trust that does not have a Canada Revenue Agency registration number and we must report earned interest for tax purposes. When provided, You also agree that VCIB may use Your SIN or CRA Business Number as an aid to match credit reporting and credit history information, and for statistical and record keeping purposes.
You also agree that, when VCIB evaluates Your eligibility for the Accounts or Services requested by You, or for purposes of recovering any indebtedness owed by You to VCIB, VCIB may collect credit or other personal or confidential information about You from Third Parties such as credit reporting agencies, credit grantors and those income sources and references that You identify to VCIB. You also agree that VCIB may disclose credit and other financial or confidential information about You, including Your SIN or CRA Business Number, to credit reporting agencies, credit issuers and other credit grantors. You may withdraw this consent in writing upon reasonable notice, but in that event You agree that VCIB will have the right to cancel or withhold access to the Accounts and use of the Services for which credit worthiness may be or become relevant as a result of Your indebtedness to us or potential to become indebted to us through the ordinary operation of Your Accounts. If You are in default of Your obligations and we have made demand on You for repayment of Your indebtedness, You authorize and consent to the disclosure to us, directly from any Third Party, the amount of any of Your indebtedness owing to that Third Party, together with all information relating to any security that You have granted in favour of that Third Party, requested by us from the Third Party in order to permit us to enforce our rights against You.
You may obtain a current version of the VCIB Privacy Statement at Your branch of account, by accessing the Website at www.vcib.ca or by contacting the VCIB Personal Information Protection Officer at:
Vancity Community Investment Bank
Corporate Privacy Office
662 King Street West, Suite 301
Toronto, ON
M5V 1M7
Telephone:
1-888-708-7800
E-mail:
info@vcib.ca
If You have any questions about VCIB’s privacy policies or procedures, or if You wish to make a complaint about non-compliance with the VCIB Privacy Statement, or if You want to access Your personal information held by VCIB, please contact the VCIB Personal Information Protection Officer by telephone, fax, email or mail.
You shall not assign the whole or any part of this Agreement or Your rights and obligations hereunder or any funds in any of the Accounts, without the express prior written consent of VCIB. Unless expressly agreed to the contrary in writing, any such assignment shall be subordinate to VCIB’s rights of set-off and security interests.
VCIB may subcontract the performance of Services, in whole or in part, to any other person, provided that VCIB shall remain responsible for the Services in accordance with this Agreement. VCIB and its agents may assign this Agreement and their respective rights and obligations under this Agreement without Your consent.
7. Governing Law, Jurisdiction and Dispute Resolution
This Agreement, the Accounts, Your use of the Services, and all matters relating thereto are governed solely by the laws of the Province of Ontario, and the federal laws of Canada applicable therein, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
Any proceedings relating to any dispute connected with, relating to or arising from this Agreement, the Accounts, Your use of the Services, or any matters relating thereto shall be resolved before the Courts of the Province of Ontario, Canada, sitting in the City of Toronto, and You hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute.
You shall not initiate any arbitration, actions, claims or other such legal proceedings relating to any dispute connected with, relating to or arising from this Agreement, the Accounts, Your use of the Services, or any matters relating thereto against VCIB until after You have provided VCIB with written notice of the nature of the dispute and allowed VCIB 21 days from the date such notice is delivered to VCIB to resolve the dispute to Your satisfaction.
8. Changes to this Agreement
VCIB may, in its discretion, amend this Agreement from time to time, for any reason, without any liability to You or any other person. Notice of a change to this Agreement may be displayed in VCIB’s branches or on the Website and that will be deemed notice to You. If You access the Accounts or use the Services after the effective date of an amendment to this Agreement, it will mean that You agree to the amendment and adopt and are bound by the newer version of this Agreement. You may not change, supplement or amend this Agreement by any means.
VCIB shall not be responsible or liable for any delay or failure in the performance of any obligation under this Agreement as a result of any Act of God, strike, lockout or labour disruption, war, riot, civil commotion, fire, flood, loss of power, computer hardware or software malfunction, or other event beyond the reasonable control of VCIB.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then such offending provision or portion thereof shall be deemed to be severable from the rest of the Agreement and shall not affect the validity and enforceability of any remaining provisions.
No waiver by VCIB of any breach of or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. VCIB may, without notice, require strict adherence to the terms of this Agreement, despite any prior indulgence granted to or acquiesced in by VCIB.
The provisions of this Agreement will enure to the benefit of and be binding upon VCIB and including You and Your heirs, executors, administrators, successors and personal representatives and Your directors, officers, employees, agents, subsidiaries, affiliated corporations, predecessors, successors, and assigns.
The Client and VCIB have expressly requested that this Agreement all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que ce contrat et tout document y afférant, y compris tout avis, soient rédigés en langue anglaise.