Master Services Agreement
This AGREEMENT is between the (“Member”, individually and jointly if there is more than one) and SCOTT CREDIT UNION (“SCU”) For purposes of this Agreement the term “Service” means any function or action that may be taken by the Member, or by SCU at the instruction or authorization of the Member, relating to the transfer of funds into or out of an Account, or disclosure of information with respect to an Account, or otherwise involving management or maintenance of an Account or transactions relating to an Account. The term “Account” means any deposit account in which funds of the Member are deposited at SCU. The term “Supplemental Agreement” means any agreement between SCU and the Member relating to a particular Service. The term “Business Day” means each day that the lobbies of SCU are open for business except Saturdays. The term “available funds” means funds available for withdrawal, as defined in Federal Reserve Regulation CC, on deposit with SCU as of the time applicable in this Agreement. The term “Communication Services” means the Internet and any mobile or wireless or other communications device. Any terms defined herein shall have the same meaning in any Supplemental Agreement unless a different definition is provided in the Supplemental Agreement. If there is more than one Member, then any single Member may act alone and bind the other Member.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES
1. Services: Various Services may be available to Member through the Communication Services if selected by the Member. Services may include checking Member’s current Account information, stop payment on checks, wire transfers and automated clearinghouse transactions, transfer funds among Member’s Accounts, pay bills and other Services that SCU may make available from time to time. Member may be required to enter into other agreements in order to use any Services. Member must provide Member’s own access to the Communication Services through a provider of Member’s choice.
2. Transfer of Funds: Member may transfer funds from one Account to another Account or from an Account to make a payment on a loan from SCU to the Member, but only to the extent that there are unencumbered available funds in any Account from which the transfer is made. Member may make draws on lines of credit and transfer the draw to an Account, but only to the extent that a draw is permitted under the terms of the line of credit loan documents. The number of transfers that Member may make may be limited by law or regulation and SCU may establish restrictions on transfers that may exceed those limits. Transfer instructions must be received by 5:00 p.m. on a Business Day for transfers to be made on that day. Only funds that have been deposited to an Account before 5:00 p.m. local time of SCU may be available for transfers.
3. Bill Payment: (a) Member may pay bills from available funds in Member’s checking Accounts to a creditor of the Member by giving payment instructions on SCU’s online system. Payments will be made by checks mailed to the creditor or by automated clearing house electronic transfers depending on the requirement of the creditor. Member will be required to designate the amount of the payment to be made, the date that the payment is to be delivered to the creditor, and such other information as SCU may require. Member may authorize individual payments or may authorize automatic payment of recurring bills. Payments will be administered by an independent third party and SCU has no control over the processing or delivery processes. SCU has no liability to the Member for acts or omissions of the third party service provider. SCU cannot guaranty that a payment will actually be received by the creditor by the delivery date specified by the Member. If any payment is delivered after the designated delivery date, and if such delay is caused by some act or omission of SCU, the liability of SCU for each such occurrence shall be limited to the lesser of $50.00 or the late penalty or fee assessed by the creditor under an existing agreement between Member and the creditor.
It is the sole responsibility of the Member to give an instruction to pay a bill in sufficient time for the payment to be delivered by the date that payment is due. If payment cannot be processed through the bill payment service in time for delivery by the required payment date, then the Member must arrange for alternative methods of delivery of the payment, including alternative delivery processes that may be available through the online bill paying service.
The amount of the payments, and any applicable fees, will be deducted from the Account that Member designated to be used to pay bills. For bills paid by ACH transfer, the Account will be charged on the date the payment is processed. For bills paid by check, the Account will be charged on the date the check is presented for payment. The method of payment is determined by the recipient of the payment and SCU has no obligation to notify the Member of the method of payment to be used. If sufficient available funds are not in the designated Account on applicable date that the charge is to be made, SCU may in its sole discretion attempt to pay the bill on a later date, or pay the bill as an overdraft on the designated Account or refuse to pay the bill. SCU has no obligation to notify the Member in advance whether SCU will pay or will not pay the bill if there are insufficient funds in the designated Account. The Member must designate such alerts as may be available on the online bill paying system to provide Member with notice that sufficient funds are not available to pay a bill. If SCU pays the bill and there are insufficient funds in the Account, the Member will be required to immediately reimburse SCU for the amount of the payment plus pay SCU’s standard checking account overdraft fee. If SCU does not pay the bill, the Member may be charged SCU’s standard checking insufficient funds fee. If multiple payment authorizations are scheduled for processing at the same time and there are not sufficient available funds to cover all of the transactions, SCU may complete one or some of the transactions in accordance with SCU’s standard procedures and refuse to complete all other transactions for which there are not sufficient available funds. Member may contact SCU for information about SCU’s standard procedures for determining which transactions may be completed if there are insufficient funds. It is the sole responsibility of the Member to have sufficient funds in the designated Account by 1:00 p.m. on the payment processing date to pay all applicable bills. If Member wants to cancel any bill payment, Member must cancel the online bill payment before 11:00 a.m. on the processing day for such payment.
SCU may, but will not be required to, pay any bills where the payees are located outside of the United States. Payments sent by mail may not be postmarked and may not provide proof of date of mailing the payment.
4. Stop Payment Orders: The Member may instruct SCU not to pay a check. SCU will not be required to act on such instructions until four hours after the notice is received by SCU or until 11:00 a.m. on the next Business Day if the four hours would end after the normal business hours of SCU Member should call SCU if Member wishes Member’s instructions to be acted on more quickly. All applicable fees will apply.
Terms Applicable to All Services
The following terms apply to all Services.
5. Interruption in Service; Limit of SCU’s Liability: Any information Member receives from SCU can only be provided on a best-efforts basis for Member’s convenience and is not guaranteed. SCU is not liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made by Member using this information. SCU will have no liability to Member if Member is not able to complete any transaction if: (1) Member does not have enough money in Member’s Accounts to make the transfer; (2) SCU’s communications systems or computer system are not working properly or is undergoing repair or maintenance; (3) the failure is the result of any act or omission of any Communication Services provider or any software or service provided by any third party or any other party to the transaction; (4) service is interrupted or blocked as a result of interruption of Communications Services or pursuant to security procedures; or (5) circumstances beyond SCU’s control (for example, fire, flood, loss of power or interruption of Communication Systems) prevent the completion of the transaction. SCU may on a regular basis perform maintenance on SCU’s equipment or systems which may result in interruption of the Services and SCU will not have any liability to Member as a result of any such interruptions. SCU may contract with third parties to provide certain Services to Member. SCU will have no liability of any kind to Member with respect to any acts or omissions of such parties, and Member’s sole remedy shall be against such third party. If Member experiences any inability to access the Communication Services, Member should call SCU during normal business hours.
6. Communications: Unless otherwise specified in any Supplemental Agreement, all notices that the Member is required or permitted to give to SCU regarding the Services shall be sent to: Scott Credit Union, 1100 Belt Line Road, Collinsville, IL 62234, ATTN: IMMS. When notices or inquiries are permitted to be made by telephone, the Member may call (618) 345-1000 or toll free at (800) 888-4728. All notices and disclosures to the Member may be sent to the last known mail or e-mail address of the Member on the records of SCU or by electronic notice to the extent permitted by applicable laws or regulations. If there is more than one Member, then SCU will be required to give notice to only One Member. It is the responsibility of the Member to give SCU written notice of the change of any of Member’s addresses.
7. Applicable Laws and Regulations; Amendments of Agreement: This Agreement shall be subject to any existing or future laws and government regulation, and the rules and fee schedules of SCU. If there is any conflict between this Agreement and applicable law or regulation, this Agreement will be considered changed to the extent necessary to comply with the law unless the law or regulation permits waiver or modification of the terms of the law or regulation by an agreement of the Member in which event the Member is deemed to have consented to such waiver or modification. If there is any inconsistency between the rules of SCU and this Agreement or a Supplemental Agreement, the Supplemental Agreement shall prevail over this Agreement and any SCU rule, and this Agreement shall prevail over any SCU rule. Unless otherwise required by law, SCU may adopt and amend regulations, rules and fees for Services by posting such regulations, rules, amendments or fees in the lobby of SCU for a period of 30 days or by sending notice of such regulations, rules, amendments or fees to the Member no less than 30 days before the effective date of such change. SCU may amend this Agreement and any Supplemental Agreement or terms of any Service by giving at least 30 days prior written notice to Member, and the use of the applicable Service by the Member after such 30 day period will be deemed to be acceptance of such amendment by the Member.
8. Fees: Member will pay all fees for any Service as disclosed in any fee schedule or Supplemental Agreement. SCU may deduct fees for any Services from any Account of the Member at SCU. Member is responsible for all access and other charges incurred in using any Communications Services.
9. Laws, Disputes: This Agreement and any Supplemental Agreements are governed by the internal laws of the State of Illinois without reference to conflicts of law rules and by the Federal Arbitration Act. Any disputes relating to any such agreements or the Services shall be resolved by arbitration in Madison County, Illinois, in accordance with the rules of commercial arbitration for the American Arbitration Association (the “AAA”). The AAA shall appoint the arbitrator. No arbitrator may award indirect, special, punitive or consequential damages of any kind or make any award not authorized herein. Claims of more than one person or entity (other than joint Members under this Agreement) may not be joined in a single arbitration proceeding. Arbitration awards may be enforced by any state or federal court having geographic jurisdiction over Madison County, Illinois. If the dispute involves a transaction that is not a consumer transaction, then the nonprevailing party will pay the costs of arbitration, and the costs and attorney fees of the prevailing party including costs of enforcing any arbitration award. If the dispute involves a consumer transaction, then the parties will pay their own attorney fees and the parties will divide equally the cost of the arbitrator.
10. Termination of Services or Agreement: Unless any other time period is specified herein or in any Supplemental Agreement, either SCU or the Member may terminate any Supplemental Agreement or any Service by giving at least 15 days prior written notice to the other. Notwithstanding the foregoing, SCU may terminate a Service without prior notice if the Member is in default under this Agreement or any Supplemental Agreement, or if SCU has reason to believe that any Account of the Member is being misused or the security of any Account has been compromised, or if the Service is being used for illegal purposes, or the use of the Service threatens damage or financial loss to SCU or in the event of the Member’s insolvency, receivership, or voluntary or involuntary bankruptcy, or the institution of proceedings therefore or any assignment for the benefit of the Member’s creditors.
11. Limits on SCU Liability: Except as may otherwise be specifically provided in this Agreement or any Supplemental Agreement: (a) neither SCU nor any of SCU’s affiliates, officers, directors, employees or agents (“SCU Representatives”), will be responsible for any loss of Member’s funds or property except as a result of an intentional act or gross negligence of SCU or an SCU Representative; (b) Member agrees that the amount of actual damages relating to a breach of SCU’s obligations with respect to a Service is difficult to ascertain and that unless otherwise specifically provided herein or in a Supplemental Agreement, any liability of SCU shall be limited to liquidated damages equal to the lesser of $100 or the amount of fees for the applicable Service that were paid by the Member for the six month period immediately preceding the act or omission for which SCU or SCU Representative is liable; (c) neither SCU nor any SCU Representative shall be liable for any indirect, special, incidental, punitive or consequential damages, and (d) Member will be solely responsible for any losses or damages caused by any inaccurate or incomplete information provided by the Member.
13. Survival of Terms; Successors; Miscellaneous: If any part of this Agreement or any Supplemental Agreement, is found to be illegal or unenforceable, then the remainder of such agreement shall be interpreted to give effect to the general intention of such agreement. All rights and remedies of SCU and any limitations on the liability of SCU contained in this Agreement or any Supplemental Agreement survive the termination of such agreement. Member cannot assign any of its rights under this Agreement or any Supplemental Agreement. This Agreement and any Supplemental Agreement will be for the benefit of and shall be binding on the permitted successors and assigns of the Member and SCU. SCU reserves the right to waive the enforcement of any of the terms of this Agreement with respect to any transaction or series of transactions. Any such waiver will not affect SCU’s right to enforce any of its rights with respect to other members or to enforce any of its rights with respect to later transactions with Member and is not sufficient to modify the terms and conditions of this Agreement. Paragraph headers in this Agreement are not part of the Agreement.
14. Indemnification: The Member will indemnify SCU against all costs and expenses incurred by SCU (including attorney fees) arising out of any acts or omissions caused by Member or any representative of Member.
15. Security: Member may be assigned security codes, procedures, devices or passwords to be used when Member uses Services. SCU may also make available to the Member security devices that are provided by third parties. Any such codes, procedures, passwords or other devices are called “Security Devices”. SCU MAKES NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY, OR THAT THE SECURITY DEVICES ARE FIT FOR A PARTCULAR PURPOSE OR ARE SUFFICIENT TO PROTECT THE MEMBER AGAINST UNAUTHORIZED ACCESS TO THE MEMBER’S ACCOUNTS OR COMPUTER SYSTEMS. THE MEMBER ACKNOWLEDGES THAT THE SECURITY DEVICES MAY NOT BE THE MOST SOPHISTICATED OR ADVANCED DEVICES AVAILABLE AND THAT SCU HAS NO OBLIGATION EXCEPT TO OFFER REASONABLE SECURITY DEVICES TO THE MEMBER. THE MEMBER SHOULD OBTAIN INDEPENDENT ADVICE ON THE SECURITY OF MEMBER’S COMPUTER SYSTEMS AND WHETHER THE SECURITY DEVICES PROVIDE SUFFICIENT PROTECTION TO THE MEMBER AND ITS ACCOUNTS AND COMPUTER SYSTEMS. Member agrees to look solely to the third party provider or manufacturer of any Security Device with respect to any defect in a Security Device. The Member must use the Security Devices that are designated or required for a Service. Member is solely responsible for all transactions that are made using Member’s computer or other access devices, or which are made using any of Member’s Security Devices, or which are made without SCU’s actual knowledge that such transactions are unauthorized. Without limiting anything else contained herein, Member is solely liable for any losses, damages or unauthorized access to Member’s Accounts if Member accesses Services by public WiFi or other public access services. Member is solely responsible for installing in Member’s computers and Communication Services systems such procedures, codes, firewalls and other security devices as are necessary to prevent the unauthorized use of Member’s computers, access devices, Security Devices or Accounts. SCU reserves the right to block access to the Services if SCU has actual knowledge that any Security Device has been compromised or misappropriated, provided that SCU has no obligation of any kind to investigate or discover any such compromise or misappropriation and SCU shall have no liability to the Member for SCU’s failure to discover any such compromise or misappropriation. The Member must immediately notify SCU in writing delivered by certified mail or by a nationally recognized courier service or by e-mail if Member has authorized any person to use any of Member’s Security Devices and if Member wishes to terminate such person’s authority to use the Security Device, or if Member knows or believes that any of Member’s Security Devices have been lost, stolen or otherwise compromised, or if Member has reason to believe that any person is accessing Member’s Accounts without authority. SCU will have no liability for any unauthorized transactions that occur within two Business Days after actual receipt of such written notice by SCU Member hereby releases SCU from all liability for, and will indemnify SCU and SCU Representatives from, any and all claims of any nature arising out of any access to any of Member’s Accounts using the Services unless SCU has actual knowledge that such transactions are unauthorized. If SCU makes available to the Member a Security Device and the Member refuses to use the Security Device, then SCU shall have no liability of any kind for any unauthorized access to Member’s Accounts, or misappropriation of any of Member’s funds.