Business Online Banking Services Agreement
and Electronic Consent
This Services Agreement and Electronic Consent governs your use of our Business Online Banking Services (generally, "Online Banking" or "Online Banking Services"). Online Banking Access and Use refers to (i) the manner and extent to which we make the Online Banking Services available to you via our website, (ii) the process, procedures and limitations involved in such access and use, including, but not limited to, using the appropriate security procedures and precautions, (iii) our right to change the terms under which we offer the Online Banking Services to you; and (iv) our right to disable, suspend or terminate your access to the Online Banking Services. In addition to other written or electronic acceptance, each time you use your Online Banking Services or authorize others to use your Online Banking Services, you accept and thereby agree to these terms and conditions.
Whitney Bank offers these Business Online Banking Services using the trade names “Whitney” in Louisiana and Texas and “Hancock” and “Hancock Bank” in Mississippi, Alabama and Florida. All references to “we,” “us,” and “our” and these trade names in this agreement and consent refer to Whitney Bank, a Mississippi banking corporation.
Table of Contents
Online Banking Services Agreement
- Agreements and Law; Conflicts Between Agreements; Amendments; Entire Agreement
- Business Online Banking Services
- Information Services
- Limitations; Limitation of Liability
- Automatic or Selected
- Transfers Of Funds
- Internal Transfer of Funds
- Limitations and Dollar Amounts for Transfers
- Canceling Online Transfers
- Stop Payment
- External and Third Party Funds Transfer
- ACH Origination
- Business Bill Pay (including e-Bills)
- Online Statements
- Stop Payment
- Other Banking Functions
- Business Online Banking Eligible and Linked Accounts
- Your Administrator and Sub-Users
- Security Procedures
- Security Procedures
- Obligation To Monitor; Risk Assessment and Evaluate Internal Controls
- Obligations Regarding Error Detection; Right To Reject Transaction
- Commercial Reasonableness (Only Applicable to Business Accounts)
- Limitation of Liability For Transactions Initiated Using Valid Security Procedures (Only Applicable to Business Accounts)
- Liability For Errors
- General Limitations To Our Liability
- Electronic Funds Transfer Provisions (Only Applicable to Consumer Accounts, Except as Noted)
- In Case Of Errors or Unauthorized Payments or Transfers
- Your Liability For Unauthorized Transfers
- Our Liability For Failure To Complete Transactions
- Authorized Payments or Transfers
- Cancellation, Termination, and Access Disabled
- General Provisions
Consent to Electronic Delivery of Notices and Disclosures
Online Banking Services Agreement
- I. Agreements and Law; Conflict Between Agreements; Amendments; and Entire Agreement
- A. Agreements and Law. Your access to and use of the Business Online Banking Services is subject to:
- 1. Services Agreement. The terms and conditions contained in this Agreement, including those specific addenda for certain Services in which you must separately enroll or otherwise agree to additional terms and conditions to access and use (the "Services Addenda" or a "Service Addendum"), such as ACH Origination, Business Bill Pay, External Funds Transfers, Stop Payment, Account Linking, and Online Statements (an "Additional Banking Service" or collectively, the "Additional Banking Services");
- 2. Electronic Consent. The Consent To Receive Electronic Notices and Disclosures (the "Electronic Consent") as set forth herein;
- 3. Instructions. Instructions set forth or incorporated by reference herein or on the Business Online Banking Services web pages and the online, context-sensitive "Help," Glossary, or FAQs, as hereinafter revised or supplemented or superseded (collectively herein, the "Instructions"); and
- 4. Relevant Law. Relevant provisions of federal and state law, except to the extent that we can and do vary such law with this Agreement, the Services Addenda, the Electronic Consent, the Instructions or the Related Agreements, ("Applicable Law"); and
- 5. Related Agreements. This Agreement, the Service Addenda, and Instructions governs your Business Online Banking Access and Use of the Business Online Banking Services to access your Eligible Accounts and perform those banking functions and engage in those banking transactions authorized as part of such Services. However, your Eligible Accounts are subject to those other terms and conditions to which you agreed when we established such accounts for you such as deposit and loan agreements, disclosures, and other documents and forms related to your Eligible Accounts (as thereafter modified, amended or superseded, the "Related Agreements"). Such Related Agreements include, but are not limited to: (i) our Deposit Agreement; (ii) Deposit Account Information Truth In Savings or the Business Account Service Fee Information Disclosure, as applicable; (iii) overdraft protection agreements; (iv) IRA Account Agreements; (v) VISA® Debit Card; (vi) Handyline; and (vii) any other loan or credit agreements, as they may be amended from time to time. You should review your Related Agreements for applicable fees, limitations on the number of transactions you can make, your obligations in maintaining and using your Eligible Accounts, and/or other restrictions that might impact your use of the Business Online Banking Services to perform transactions within your Eligible Accounts.
- B. Conflicts Between Agreements. When using one of the Additional Online Banking Services, in the event of a conflict or inconsistency between the terms and conditions of this Agreement with the same or similar provision within the Service Addendum related to that particular Additional Online Banking Service or the related Instructions, the order of priority in controlling such conflicts is as follows: (i) the related Instructions; (ii) the related Service Addendum; and (iii) this Agreement; but, only to the extent necessary to resolve a conflict or inconsistency between a provision of one with a provision in another dealing with the same issue. The mere presence or absence of a provision in one shall not be considered a conflict or inconsistency with the absence or presence of a provision in another. Unless expressly stated otherwise, a provision within one Additional Online Banking Service or the Instructions related to that particular service, shall not apply to the Online Banking Services, generally, or to any of the other Additional Online Banking Services. This Agreement, the Service Addenda, and Instructions control over any conflict or inconsistency over the same or similar provision within the Related Agreements regarding your Business Online Banking Access and Use.
- C. Amendments. We may amend a Services Agreement at any time. For example, we may add, delete or amend terms or services. Any such change will be effective as of the date we establish, subject to applicable law. We will notify you of any such changes electronically or by mail. For any change that would (i) increase the fees we charge, (ii) increase your liability, (iii) limit the types of payments or transfers or the dollar amounts or frequency of such payments or transfers, we will provide you such notice in advance of the effect date of such changes of at least equal to the lesser of: (i) notice period required in the Applicable Law or (ii) thirty (30) days. Your use of the Business Online Banking Services or otherwise maintaining and not canceling your Services following the effective date of any changes indicates your agreement with such changes. Accordingly, references to the Services Agreement or individual components such as the Agreement, an Addendum, Electronic Consent, Instructions, and Applicable Law include future revisions, supplements, or superseding provisions, as applicable.
- D. Entire Agreement; Acceptance. The Services Agreement is the entire agreement between you and us and it supersedes any other statements, writings, and electronic records relating to Business Online Banking Services. In addition to other written or electronic acceptance, when you use any of the Business Online Banking Services or appoint your Administrator to use them, who in turn authorizes Sub-Users to use them, you accept and thereby agree to the terms and conditions in this Services Agreement.
- II. Business Online Banking Services
Your Administrator and Sub-Users, if any (as defined below in that section titled "Administrator and Sub-Users") may use the Business Online Banking Services to access your Eligible Accounts (as defined in that section titled "Eligible and Linked Accounts") and perform those banking functions and engage in those banking transactions authorized as part of the Business Online Banking Services. These banking functions and transactions, including those requiring separate enrollment or registration such as ACH Origination, Business Bill Pay, External Funds Transfer, Account Linking and Online Statements, are referred to herein as the "Business Online Banking Services" or simply as the "Services" or individually and generally as a "Service."
- A. Information
- 1. Information Services. You may use Business Online Banking to view current balance information and review a history of transactions for up to sixteen (16) months on your Eligible Accounts. Using the Pending Transaction Report, you may use Business Online Banking to view scheduled or non-recurring electronic transactions after they occur and before they are posted to your Eligible Accounts. You may also download transactions for use with certain Personal Financial Management software such as Quicken® or Business Financial Management software such as QuickBooks®.
- 2. Limitations; Limitation of Liability. Business Online Banking uses information in our databases such as available balances that may not necessarily reflect all current transactions. For example, the available balance in your checking account will not reflect the amount of a check drawn on such account that has not yet posted to your account or a pending ACH transaction that has not yet posted to your account (for those who are also enrolled in ACH Origination Services). Also, depending upon the type or nature of a pending transaction, it may not post to your Account or post to your Account in the amount shown in the Pending Transaction Report. In addition to any other limitations of liability, we will not be liable to you for any damages whatsoever arising in connection with the accuracy or completeness of the information supplied to you by the Services regarding your Accounts.
- B. Notifications.
- 1. Automatic or Selected. Business Online Banking provides you with certain automatic alerts and the option to request other selected notifications. Automatic alerts are sent to you following certain changes to your Business Online Banking profile such as changes in your Logon-Id, Password or e-mail address. To activate other notifications, you must select from the available options on an account-by-account basis.
- 2. Delivery. Automatic notifications will be sent to the primary e-mail address you provided to us and selected notifications can be sent either to an e-mail address which you provide or via Business Online Banking Secure Message. If your e-mail address changes, you are responsible for informing us of such a change. You understand that while we attempt to provide you with notifications in a timely manner and with accurate information, we neither guarantee the delivery, timeliness, nor accuracy of the contents of any notification. Accordingly, you agree to hold us harmless for any delays, failure to deliver, or misdirected delivery of any notification, for any errors in the content of a notification or any actions taken or not taken by you in reliance of a notification or in the absence of a notification.
- 3. Security. Notifications sent via e-mail are not encrypted. Although a notification may include your name and certain information regarding an account, we will not include information regarding your Security Code or full account number. Please note that anyone with access to your e-mail will be able to view the contents of these notifications.
- C. Transfers Of Funds. Internal transfers refer to a transfer of funds from one Account to another Account both of which are maintained by us. Internal transfers are governed by the provisions of sub-section 1. External transfers include transfers of funds to or from an Account you maintain with another U.S. financial institution ("External Transfers"). External transfers are governed by the provisions of sub-section 2.
- 1. Internal Transfer of Funds.
- A. General. Transfers can be made from various types of Accounts, such as checking, savings or money market deposit accounts to similar accounts. Transfers between your Accounts can include real-time transfers, non-recurring transfers and recurring transfers. Transfers can be made as loan payments such as mortgage or line of credit payments. The completion of a transfer is subject to the availability of sufficient funds at the time of final processing. If you do not have enough available funds, you may incur an insufficient funds fee. Please refer to our Deposit Agreement and the Fee Schedule for details. Transfers entered before the cutoff time of 7 p.m. CST are processed on the same bank business day. Transfers entered after the cutoff time or on a non-bank business day are processed on the next bank business day. Transfers submitted and processed from a deposit Account are immediately reflected in your balance for that account.
- B. Limitations and Dollar Amounts For Transfers. Transfers and payments can be made for any amount starting at $1.00 and up to the balance of available funds in your Account. You authorize us to withdraw or debit the necessary funds from your Account on the date you schedule the payment to be initiated or submit a transfer request. You agree that you will instruct us to make a withdrawal only when a sufficient balance is or will be available in your Accounts at the time of the withdrawal. If you do not have a sufficient balance, we may refuse to complete the transaction. In either case, we reserve the right to impose a non-sufficient funds fee, and no further attempt will be made by us to issue the payment or to process the transfer request. If your attempted payment exceeds the balance of available funds in your Account, it will not be processed. We are under no obligation to notify you if we do not complete a payment or transfer because there are non-sufficient funds in your Account to process the transaction. In all cases, you are responsible for making alternate payment arrangements or rescheduling the payment through the service.
- C. Canceling Online Transfers. You cannot cancel your payment or transfer after it has been entered and Online Banking provides you with a confirmation. However, you can use Online Banking to reverse a transaction after it has been entered. Regarding a payment generated by Bill Pay or a transfer generated by External and Third Party Funds Transfer, please refer to the applicable provisions regarding your right to change or cancel a payment or transfer as set forth in the addendum governing such payment or transfer.
- D. Stop Payment. You may use Online Banking to stop payment on a check drawn on an Account in an amount not exceeding $999.99. However, you cannot request a stop payment for a transfer payment initiated and confirmed through any of the Online Banking Services. Please refer to the Online Banking Stop Payment web pages for any additional information regarding a stop payment request and any additional limitations regarding such requests.
- E. Confirmation. Upon submitting a transfer request you will be provided a transaction confirmation number. Absent a confirmation number, you
- 2. External and Third Party Funds Transfer. You may also enroll in External and Third Party Funds Transfer service which is a fee-based service enabling you to initiate an External Transfer. You may use the Funds Transfer services to transfer funds to or from an Account maintained with us to an account of a third party maintained with (i) us; or (ii) another U.S. financial institution (a "Third Party Transfer). Please refer to the Business Online Services Fee Schedule for the fee charged for these services.
- 1. Internal Transfer of Funds.
- D. ACH Origination. If approved, you may use the ACH Origination Services to initiate ACH credit entries for Direct Deposit Payroll and Tax Payments subject to the terms and conditions set forth in the ACH Origination Addendum. Please note that the ACH Origination Services are limited to commercial and not consumer purposes.
- E. Business Bill Pay (including e-Bills). Using this service you may make one-time or recurring payments online from an Eligible Account (depository account) to companies or persons that you select ("Payees"). You must separately enroll in Bill Pay services and agree to the terms and conditions of the Business Bill Pay Addendum. Bill Pay services also includes the e-Bills feature which enables you to receive bills electronically from participating Payees and pay these bills via Bill Pay.
- F. Online Statements. Online Statements allow you to replace your mailed paper statement for certain Eligible Accounts with an electronic PDF version that you can view, save to your computer or print at your convenience. Online Statements also may include, in our discretion, the delivery or making available to you electronic versions of legal notices and disclosures required to accompany periodic statements of account and other notices or enclosures (collectively, an "Online Statement"). You must separately enroll in Online Statement Services and agree to the terms and conditions of the Online Statement Addendum.
- G. Stop Payment. You may use Business Online Banking to stop payment on a check drawn on an Eligible Account subject to certain limitations found either in the Business Online Banking Instructions or the Stop Payment Addendum. Please refer to the Business Online Banking Stop Payment Addendum and the Instructions for any additional information regarding a stop payment request and any additional limitations regarding such requests.
- H. Other Banking Functions. Your Administrator may use Business Online Banking to perform self-service maintenance such as changing Logon ID and Passwords, or a Sub-User's level of Account Access or send us secure online mail messages and questions regarding Business Online Banking.
Some of these services may not be available for certain accounts or customers.
III. Business Online Banking Eligible and Linked Accounts
- A. Eligible Accounts. An "Eligible Account" refers to each product that you have with us which you can access using any of the Services. Eligible Accounts may include certain business and consumer checking, savings and other time deposit accounts such as certificates of deposit, and loan accounts and other consumer or business accounts linked to your Business Online Banking Services, as provided below. Please note that if you are a sole proprietor certain of your consumer individual and/or joint deposit or loan accounts may be linked to our Business Online Banking Services by default. To remove any accounts linked by default to your Business Online Banking Services you must contact us as provided in that section titled "Notices," which can be found within the General Provisions of this Agreement.
- B. Linked Accounts. You may allow the authorized representatives of other businesses or individuals to link business or personal accounts to your Business Online Banking Services ("Linked Account(s)"). You may elect to do so at your risk and the risk of such other businesses or individuals, and not ours. To do so such authorized representatives and/or individuals must execute and deliver a Linking Agreement to us and agree to the terms and conditions of the Services Agreement. Such authorized representatives must have the authority of their respective business to link such accounts to your Business Online Banking Services and accept your current Administrator and those appointed from time to time hereafter to serve as the Administrator of its Linked Account(s) under the terms and conditions of this Agreement, including any Service Addendums in which you are separately enrolled. Once linked your Administrator and each Sub-User may use their individual Security Codes to access each Linked Account as authorized by the Administrator.
- IV. Your Administrator and Sub-Users
- A. Administrator. You will access and use the Business Online Banking Services through your Administrator, who you authorize as your agent to take any and all actions on your behalf to enroll you in the Business Online Banking Services, including those Services requiring separate enrollment such as ACH Origination, Business Bill Pay, External Funds Transfer, and Online Statements, and to initiate or originate any and all actions or transactions available via the Business Online Banking Services.
- B. Sub-Users. You further authorize your Administrator to add other persons as users of your Business Online Banking Services and designate which of your Eligible Accounts they may access and the level of activity in which they can engage in such accounts ("Sub-Users"). (Sub-Users are not allowed for certain Eligible Accounts, as noted in the Instructions.) Accordingly, you hereby authorize each Sub-User to act on your behalf based on the rights that your Administrator delegates to such Sub-Users. The designation of your Administrator and Sub-Users, if any, as your authorized agents to engage in the Business Online Banking Services for an Eligible Account will be considered the authorization for all other account owners or Linked Customers of that Eligible or Linked Account. Therefore, any and all actions or transactions undertaken or originated by your Administrator and Sub-Users on an Eligible or Linked Account, including those you did not want or intend, are transactions that are authorized by you and you are responsible for those transactions.
- C. Two or More Signature Account. You understand and agree that to the extent of their authority, each Administrator or Sub-User acting alone can initiate actions or originate transactions and, consistent with our Deposit Agreement, we do not assume and, in fact, expressly disclaim any duty to enforce multiple signature or authorization requirements.
- V. Security Procedures
- A. Security Procedures. You will control access and use of the Business Online Banking Services for your Administrator and each Sub-User through access and verification procedures such as user identifications, passwords, and other authentication devices (collectively, "Security Codes"), and by defining appropriate levels of authorization and use for your Sub-Users (such levels of authorization along with the "Security Codes" are collectively referred to as the "Security Procedures"). We strongly advise you to properly use all the Security Procedures as provided in the Instructions. You acknowledge and agree that you, and not us, are responsible for properly using the Security Procedures, safeguarding the Security Codes of your Administrator and each Sub-User, and establishing appropriate levels of access and use to your Eligible Accounts via the Business Online Banking Services. You agree that no individual will be authorized as Administrator or as a Sub-User absent such proper authorization, supervision and safeguards. You further agree to take those steps necessary to maintain the confidentiality of the Security Procedures, including, but not limited to, preventing the unauthorized disclosure of or access to the Security Codes.
- B. Obligation To Monitor; Risk Assessment and Evaluate Internal Controls. You understand that we will not monitor your compliance with the Security Procedures. You acknowledge and agree that you are responsible for monitoring the Business Online Banking Service transactions within your Eligible Accounts and that you will notify us immediately if you have reason to believe that an Administrator or Sub-User's Security Codes have been compromised or that an unauthorized transaction or transactions possibly has or have occurred. We strongly recommend that you periodically, but, no less frequently than annually, undertake an information systems and data security risk assessment and evaluation of your related internal controls.
- C. Obligations Regarding Error Detection; Right To Reject Transaction. You acknowledge that the Security Procedures are not designed to enable us to detect your errors in using the Business Online Banking Services and we have not agreed to any error detection procedure and assume no obligation to detect any such errors. You further acknowledge and agree that you are solely responsible for the timeliness, accuracy and completeness of any instruction or information entered by your Administrator and Sub-User in connection with any Business Online Banking Services transaction. Finally, you acknowledge and agree that we have the right, but not the obligation, to reject any transaction or request generated via the Business Online Banking Services if the transaction or request is incomplete or inaccurate in any respect. This right does not alter, limit or otherwise diminish your obligations regarding the timeliness, accuracy and completeness of any transaction or request that you submit.
- D. Commercial Reasonableness (Only Applicable to Business Accounts). You hereby agree that the Security Procedures, if used as provided in the Instructions, are consistent with commercially reasonable and acceptable practices and meet all of your standards for security.
- E. Limitation of Liability For Transactions Initiated Using Valid Security Procedures (Only Applicable to Business Accounts). Without limiting the generality of the provisions set forth below, YOU HEREBY AGREE TO HOLD US HARMLESS FOR PERFORMING ANY AND ALL BUSINESS ONLINE BANKING SERVICE TRANSACTIONS AS AND WHEN ENTERED UNDER A VALID ADMINISTRATOR OR SUB-USER IDENTIFICATION, PASSWORD AND AUTHENTICATION DEVICE, WHETHER OR NOT THE PERSON ENTERING SUCH TRANSACTIONS IS AUTHORIZED TO PERFORM SUCH TRANSCTIONS, OR WHETHER OR NOT THE SUB-USER ENTERED THE TRANSACTIONS TIMELY, ACCURATELY OR COMPLETELY. YOU AGREE THAT WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENTS AND TRANSFERS MADE USING USER IDENTIFICATION, PASSWORDS, AND SECURITY CODES THAT YOU ASSIGN THAT OCCUR BEFORE YOU HAVE NOTIFIED US OF POSSIBLE UNAUTHORIZED USE AND WE HAVE A REASONABLE OPPORTUNITY TO ACT UPON SUCH NOTICE.
- VI. Liability For Errors
- A. Scope. As used herein, "Errors" refer to our errors in processing internal transfers under the terms of Section II.C herein and external transfers under the terms of the External Funds Transfer Addendum (collectively, "Transfers"). The provisions in this section apply to Errors in Transfers from business Eligible Account. For provisions regarding Errors in Transfers from a consumer Eligible Account, please refer to that section titled Electronic Funds Transfer Provisions below. Analogous provisions relating to Business Bill Pay errors can be found in the Business Bill Pay Services Addendum.
- B. Transfer Errors. If we do not properly complete a Transfer on time or we made a Transfer in an amount less than you requested, our liability is limited to any related late fees or finance charges that you reasonably incur as a result.
- C. Cancellation Errors. If we fail to cancel a Transfer according to your cancellation instructions or if we make a Transfer in an amount in excess of that you requested, our liability is limited to a refund of the amount erroneously paid, plus interest thereon lost as a result for the period beginning with the date on which the funds associated with such Transfer are withdrawn from your account to the date of such refund. However, in no event will this interest period exceed 60 days.
- D. Interest. If we become liable to you for interest under this Services Agreement or other applicable law, such interest shall be calculated based upon the average Federal Funds Rate at the Federal Reserve Bank in the Federal Reserved District in which we are headquartered for each day interest is due, computed on the basis of a 360-day year.
- E. Limitations.
- 1. The foregoing notwithstanding, we will not be liable for any monies (late fees, finance charges, interest or a refund) if you did not properly issue or schedule or cancel the Payment or Transfer according to the applicable Business Online Banking Instructions. Furthermore, we will not be liable for any such monies if any third party, through whom any Payment or Transfer is to be made, fails to properly transmit the Payment or Transfer to the intended Payee or transferee, respectively. We will also not be liable for any such monies if the Eligible Account from which the Payment or Transfer is to be made: (a) does not have sufficient available funds and/or overdraft protection to cover the Payment of Transfer; (b) is subject to a legal order prohibiting disbursements or withdrawals; or (c) is closed or frozen.
- 2. To the extent allowed under applicable law, the foregoing shall constitute our entire liability and your exclusive remedy. In no event shall we be liable for any direct, indirect, special, incidental, consequential, or exemplary damages, including lost profits (even if advised of the possibility thereof) arising out of or related to your use of the Bill Pay Services.
- VII. General Limitations To Our Liability
- A. Access To Business Online Banking Services. You hereby acknowledge that the Internet is an unregulated environment and that our ability to provide access to the Business Online Banking Services using the Internet is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers, encryption systems developers and other venders and third parties. Therefore, we do not warrant access to the Services and/or that the Services delivered over the Internet will operate without interruption or delay and/or be error free, or that all failures of the Services delivered over the Internet can or will be corrected.
- B. General Limitation of Liability. To the extent permitted by applicable law or regulation, we hereby disclaim all warranties, express or implied, including warranties or merchantability and fitness for a particular purpose regarding the Business Online Banking Services. Furthermore, in no event shall we be liable for any special indirect, incidental, or consequential damages whatsoever resulting from the loss or use of data, whether or not advised of the possibility of such loss or damage.
- VIII. Electronic Funds Transfer Provisions (Only Applicable To Consumer Accounts, Except As Noted)
- A. Applicability. The Electronic Funds Transfer Provisions in this section generally apply only electronic (online) fund payments or transfers that debit or credit a consumer's checking or savings account, except as otherwise noted herein, and are subject to the Federal Reserve Board's Regulation E. We may, when applicable, rely upon any exceptions to the provisions of this Section that are in Regulation E. All terms used in this Section which are defined terms under Regulation E and which are not defined in this Agreement will have the meaning provided in Regulation E.
- B. In Case Of Errors or Unauthorized Payments or Transfers. If you believe that an unauthorized transaction has been or may be made from one of your Eligible Accounts (either consumer or business),
Hancock Bank / Whitney Bank
Also, contact us as soon as you can, if you think:
- your statement or transaction record is wrong;
- you need more information about a transaction listed on your statement;
- an unauthorized person has discovered any of your Security Codes for any of your Business Online Banking Services; or
- any payments or transfers have been made without your authorization.
Our Business Online Banking Specialists are available from 8 a.m. to 6 p.m., Monday through Friday, excluding bank holidays, and 8 a.m. through 2 p.m. on Saturday. We must hear from you no later than 60 days after we have sent the first statement on which the problem or error appeared. When you contact us, please provide the following information:
- your name and your account number;
- the date and dollar amount of the transaction(s) in question;
- the external bank routing number and account number;
- the confirmation number assigned any of the Services, if available;
- a description of the transaction you are unsure of.
If you tell us verbally, we may require you to send us your complaint or question in writing or via e-mail within 10 business days.
We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not provisionally credit your account.
For errors involving new accounts, we may take up to 90 days to investigate your complaint or question and we may take up to 20 business days to credit your account for the amount you think is in error.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
Tell us AT ONCE if you believe that any of your Security Codes have been comprised. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two business days, you can lose no more than $50 if someone used your Security Codes without your permission. If you do NOT tell us within two business days after you learn that your Security Codes have been compromised and we can prove we could have stopped someone from accessing your Security Codes without your permission if you had told us, you could lose as much as $500.
Also, if your statement shows payments or transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods.
If we do not complete a transaction to or from your account on time, or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
- if, through no fault of ours, you do not have enough available funds in your account to cover the payment or transfer or your account has been closed;
- if the transfer would exceed your overdraft protection or line of credit limit;
- if your computer equipment and/or software or the Services were not working properly and you knew about the malfunction when you started the payment or transfer;
- if circumstances beyond our control (such as computer failure, telecommunications outages, fire, flood, loss of electrical power or other natural disasters) prevent making or completing a payment or transfer, despite reasonable precautions we have taken;
- if the funds in an account from which you attempt to make a payment or transfer are restricted by legal process or other encumbrances;
- if you attempt to transfer or make a payment exceeding the per day dollar limitations established by this Agreement;
- if we have reason to believe that you or someone else acting with you is using the Services for illegal or fraudulent purposes;
- if we have security reasons to limit or otherwise refuse the transaction;
- if either you or we have terminated this Agreement; and
- based upon any other exceptions stated in our Agreement with you.
These exceptions supplement any limitations of liability which apply to transfers from any Eligible Account used for business purposes.
- E. Authorized Payments or Transfers. We are not liable for your authorized payment or transfers. When you give someone your User Id, Password and Security Code (or appoint someone as a Sub-User), you are authorizing that person to use your Business Online Banking Services with each and every Eligible or Linked Account and you are responsible for all transactions that the person performs using such Services. Similarly, if your Administrator or Sub-User gives someone his or her User Id, Password, and Security Access Card or access to such Security Codes, the Administrator or Sub-User is authorizing all transactions that such a person performs using such Services. Even those transactions you did not intend or want performed are authorized transactions. If you notify us that the person is no longer authorized, then transactions that person performs after the time you notify us and after we have a reasonable time to act on such notice are considered unauthorized. Transactions from which you benefit are also authorized transactions. Transactions that you or someone acting with you initiates with fraudulent intent are also authorized transactions.
These provisions also apply to transfers from any Eligible Account used for business purposes.
- IX. Cancellation, Termination and Access Disabled
Your access to the Business Online Banking Services will remain in effect until it is terminated or cancelled by you or by us according to the following provisions. Furthermore, we may disable your access to the Services due to inactivity, as discussed in greater detail below.
- A. Cancellation. You may cancel your Business Online Banking Services at any time by notifying us of your intent to cancel by telephone, in writing or by e-mail as explained in that section of this Agreement titled "Notices." You may cancel one or more of those Services in which you separately enroll such as Business Bill Pay and/or External Transfer Services and/or Online Statements without canceling your access to Business Online Banking and your use of the other Services. However, cancellation of your Business Online Banking Services works to cancel all Services, including those services in which you separately enroll. If you notify us verbally, you may be asked to send written notification. We will give effect to any notice of cancellation from you as soon as we have had a reasonable amount of time to act on it.
- B. Termination. We may terminate or suspend your access to Business Online Banking, generally, or any other Services in which you separately enroll for any reason, including inactivity, at any time. Termination of the Business Online Banking Services will terminate your access to other Services in which you separately enrolled.
- C. Access Disabled - Inactivity. We may disable your Logon ID if you have not successfully logged onto Business Online Banking for a continuous period of 180 days; but, we do not have an obligation to do so. Once disabled, you must reactivate your Business Online Banking access by contacting us as provided in the "Notices" section below. If you have not reactivated your Business Online Banking access within 30 days after we disabled your Logon ID, certain services in which you separately enrolled, such as Business Bill Pay, External Funds Transfer, and ACH Origination will be suspended and any recurring or non-recurring scheduled payments, pending payments or payments in progress will be terminated as a result. Thereafter, you would need to reactivate Business Online Banking and any additional services that were suspended (including re-scheduling any recurring or non-recurring payments) to engage in online banking using your accounts.
Although we will attempt to notify you of such actions in advance, we are not obligated to do so.
- D. Effects. Canceling or terminating or disabling access to the Services will not stop any transfer, payment or stop payment requests that you previously submitted and that we confirmed. However, canceling or terminating or disabling access to the Services will stop all other scheduled payments (recurring and non-recurring), pending payments and payments in process. Cancelling, terminating or disabling access to Business Online Banking Services and/or any Services in which you separately enrolled will not discharge any of your obligations to us under this Agreement, including your obligation to pay us all fees and charges incurred prior to such cancellation, termination or disabling of access.
- X. General Provisions
- A. Monthly Service and Other Charges. You may access your Accounts through Business Online Banking without incurring a monthly fee or service charge, except as expressly provided in the Business Online Banking Fee Schedule, herein or in service agreements for other Services in which you enroll such as Business Bill Pay and External Funds Transfer services. However, you will incur fees and charges to use certain of the Services or fees and charges arising out of your use of such Services as provided in the Related Agreements. Such fees and charges may include, but are not limited to, fees and charges to process your stop payment requests or fees and charges incurred for a payment or transfer from an Account such as, but not limited to, an excess transaction fee or non-sufficient funds fee. The amount of such fees are disclosed in the Bank's current Truth In Savings, Deposit Account Information, Disclosure of Account Terms, which you either received upon establishing your Account with us or as we thereafter supplemented.
- B. Business Days. Our business days are Monday through Friday, excluding bank holidays.
- C. Services Hours. Business Online Banking will be available 365 days a year and 24 hours a day except during system maintenance and upgrades. Should you need personal assistance, our Customer Service Representatives are available from 7 a.m. to 7 p.m., Monday through Friday, excluding bank holidays, and 8 a.m. through 2 p.m. on Saturday.
- D. Credit Information. You acknowledge and agree that we or a third party acting as our agent may obtain and use information from consumer credit reporting agencies in connection with any Accounts, products, and services offered by us to investigate or reinvestigate any information provided by you. We may also verify your employment, salary, assets, debts, and references.
- E. No Signature Required. When any transfer, payment, or other Service generates items to be charged to an Account, you agree that we may debit the applicable Account without requiring your signature on the item or without prior notice to you.
- F. Notices. You may provide notice to us of any matter related to or arising out of this Agreement, as follows:
- G. Severity. If any term or provision of this Agreement is found to be unenforceable, it will not make any other term or provision unenforceable. If there is any conflict between any term of this Agreement and applicable law, this Agreement will be considered changed to the extent necessary to comply with such law.
- H. Waiver. You agree that our delay or failure to require your strict performance of any provision of this Agreement will not be considered our waiver of any of the terms of this Agreement or our rights to your strict performance of the same or like provisions, or any other provisions hereof. Any waiver of rights by us must be in writing and signed by our duly authorized representative.
- I. Assignment. You may not assign your rights and obligation under this Agreement to any other person. We may assign the rights and delegate the duties under this Agreement to any entity directly or indirectly affiliated with us now or in the future or to any third parties.
- J. Captions. The captions of sections herein or for other headings are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions for this Agreement.
- K. Construction. Words used in the Services Agreement in the singular shall include the plural where the context so permits, and vice versa. The word "including" shall mean including without limitation. Similarly, the phrase "for example" shall be interpreted to signal an illustrative list and not a complete one.
- L. Governing Law and Venue. Whitney Bank, a banking corporation chartered under the laws of the State of Mississippi, offers these Services to its customers in Mississippi, Alabama, Florida, Louisiana and Texas. Accordingly, you agree that the terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of law provisions.
Consent to Electronic Delivery of Notices and Disclosures
Business Online Banking Service ("Business Online Banking") is available only if you accept electronic delivery of (1) disclosures required by law, such as those required under the Electronic Fund Transfer Act, and (2) notices about Business Online Banking, such as a change of Business Online Banking terms and conditions, fees or Services. If you do not accept electronic delivery, you may not become or thereafter continue as a Business Online Banking customer.
Electronic delivery means that notices and disclosures may either be:
- E-mailed to the e-mail address listed for you on the Business Online Banking enrollment form or
- Posted on our Internet web site - www.hancockwhitney.com.
You cannot accept electronic delivery of disclosures and notices from us and cannot be a Business Online Banking customer if you are not able to:
- Access disclosures or notices and
- Keep (print, download, etc.) a copy of disclosures and notices.
If you agree to electronic delivery, you also agree to notify us of changes to your e-mail address.
To update your e-mail address, to inquire about disclosures or notices, or to get a paper copy of a particular notice or disclosure, e-mail us at firstname.lastname@example.org, call us at 1-800-448-8812, or write us at Hancock Bank / Whitney Bank, Attn: Business Service Center, Post Office Box 4019, Gulfport, MS 39502.
To withdraw your consent to electronic delivery, call us at 1-800-448-8812, write to us at Hancock Bank / Whitney Bank, Attn: Business Service Center, Post Office Box 4019, Gulfport, MS 39502, or e-mail us at email@example.com. If you withdraw your consent, Business Online Banking Services will be terminated.