COMMERCIAL
DEPOSIT ACCOUNT
TERMS AND CONDITIONS
Also for use by FIDUCIARIES
WELCOME TO M&T
On November 1, 2015, Hudson City Savings Bank (“HCSB”) merged into and became
part of M&T Bank (“M&T”). As a result, your company’s Hudson City deposit accounts
became M&T accounts. Soon, we will be transferring those accounts and any accounts
opened at our Hudson City division* onto M&T computer systems. We sometimes refer
to the date on which this transfer takes place as the “conversion date.” The exact
conversion date is set forth in the cover letter accompanying this booklet.
This booklet includes information about the names and features of your company’s
Hudson City deposit accounts after the conversion. Please note that provisions that apply
only to new customers or only to newly opened accounts will not apply to converted
accounts.
The features and terms of your company’s deposit accounts, as described in this
booklet, do not necessarily reflect the standard features and terms of M&T deposit
accounts. This means that any deposit account your company may open with M&T
before, on, or after the conversion date may have features and terms that are different
from those that will apply to your company’s converted Hudson City deposit accounts.
*The Hudson City division refers to the former HCSB locations, which were acquired by M&T in
the merger. We also refer to the accounts opened at HCSB before the merger and the accounts
opened through our Hudson City division after the merger collectively as Hudson City accounts
or Hudson City deposit accounts and we use the term “Hudson City” to refer to the processing
and systems for those accounts prior to the conversion.
THE COMMERCIAL DEPOSIT ACCOUNT AGREEMENT IN THIS BOOKLET
(BEGINNING ON PAGE 20) INCLUDES AN ARBITRATION PROVISION IN
THE SECTION ENTITLED “DISPUTES INVOLVING YOUR ACCOUNT.”
TABLE OF CONTENTS
Overdrafts
Bank’s Right of Setoff
Power of Attorney
Liabilities and Expenses
Services Fees and Negative Available Balance Fees....................p. 26
Closing Accounts
Statements, Notices, Advices and Changes of Address
Abandoned Accounts
Amendments
Nonwaiver by Bank
Waiver of Rights
Assignment of Account
Joint Accounts..............................................................................p. 27
Reasonable Time to Act
Overdraft Fees Imposed Based on Available Balance
Disclosure of Information
Successors and Assigns
Legal Proceedings and Disputes
Disputes Involving Your Account
Evidence ......................................................................................p. 28
Conflicts with Applicable Law
Severability
What Law Applies
More Information
Checking Account Conversion Information .......................................p. 3
Savings and Money Market Account Conversion Information.........p. 3
Time Deposit Account Conversion Information.................................p. 4
Specific Features and Terms..........................................................pp. 5-11
M&T Simple Checking for Business Account ...................................p. 5
Commercial Checking Account .........................................................p. 5
M&T Business Interest Checking Account ........................................p. 6
IOLTA NOW Account (New Jersey) ..................................................p. 7
IOLTA NOW Account (Connecticut) .................................................p. 7
IOLA NOW Account (New York) ......................................................p. 8
Commercial Money Market Savings Account....................................p. 9
Commercial Savings Account ............................................................p. 9
Commercial Certificate of Deposit......................................................p. 10
Notice Regarding Overdrafts .............................................................p. 12
Availability Disclosure for
Commercial Deposit Accounts......................................................pp. 13-14
Electronic Banking Agreement for Businesses.............................pp. 15-19
Commercial Deposit Account Agreement .................................pp. 20-30
Introduction ...................................................................................................p. 20
Definitions
Governing Documents
Kinds of Commercial Accounts
Special Provisions for Commercial Checking,
NOW and Savings Accounts ..........................................................p. 28
Deposits
Limitations on Withdrawals
Notice of Withdrawal
Refusal to Permit Withdrawal
Passbooks
Stale and Postdated Checks..........................................................p. 29
Stopping Payment of Check
Check Cashing at Bank Branches
Check Cashing Fees
Check Cashing Identification Requirements
Electronic Presentment of Checks
Certain Interest-Bearing Checking Accounts
Certain Non-Interest-Bearing Checking Accounts ......................p. 30
General Terms and Conditions for
Commercial Deposit Accounts ......................................................p. 20
General Use of Accounts
Deposits
Missing Endorsements ................................................................p. 21
Limitations on Deposits
Initial Deposit Amounts
And Error Correction
Collection and Cashing of Checks and Other Items
Crediting of Deposits
Withdrawals
Information about Transactions Made with Your
Debit Card and Authorization Holds
Authorized Signatures and Identification.....................................p. 22
Telephone Instructions
Preauthorized and Automatic Transfers .......................................p. 23
ACH Payments Provisional
Notice of Changes
Indemnity of Bank as Escrowee
Fiduciaries
Customer Security
Notice of Suspected Errors
Standard of Care
Charging of Withdrawals .............................................................p. 24
Order in Which We Post and Pay Debit Items for Checking,
NOW, Savings (Other than Passbook Savings), and
Money Market Accounts
Posting Order for Time Deposit and Passbook Accounts ............p. 25
Special Provisions for
Commercial Time Deposit Accounts.............................................p. 30
No Change in Maturity Date by Additional Deposit
Automatic Renewal
Book Entry Accounts
Delay in Withdrawal
On and After Final Maturity Date
Notice of Maturity Date
Limitation on Early Withdrawal
Past Policies on Early Withdrawal
Limitations on Withdrawals
Penalty for Early Withdrawal
Commercial Deposit Account Fee Schedule .....................................p. 31
2
B
CHECKING ACCOUNT CONVERSION INFORMATION
IF THIS IS YOUR CHECKING OR
NOW ACCOUNT PRIOR TO CONVERSION
THIS WILL BE YOUR ACCOUNT
AFTER CONVERSION
Regular Checking (Personal Checking or Free Personal Checking) used for
fiduciary or business purposes
OR
Attorney Trust Account
OR
Public Funds Account
OR
Business Checking (Option B)
M&T Simple Checking for Business
Business Checking (Option A)
Commercial Checking
Business Money Market Checking
OR
Money Market Checking
Commercial Money Market Savings (see SAVINGS AND MONEY
MARKET ACCOUNT CONVERSION INFORMATION below)*
Super NOW
OR
High Value Checking
OR
Better Interest Banking
M&T Business Interest Checking
IOLTA/IOLA
IOLTA NOW/IOLA NOW
*Please note that a Commercial Money Market Savings account is not a checking account, but rather is a money market account (i.e., savings account) with
limited checkwriting ability.
These documents will apply to your account as though your company signed a
Commercial Deposit Account Opening Request for that account on the conversion
date.
Your account will automatically become the type of account indicated in the
chart, but we would be happy to discuss account options with you after the
conversion. Simply stop by any branch or call us.
For interest-bearing accounts, the Annual Interest Rates have not yet been
determined. Please call 1-800-724-6070 after the conversion to find out the Annual
Interest Rate applicable to your account. Rates are variable and subject to change
daily. For tiered rate accounts, if your balance falls within a particular tier, M&T
will pay the Annual Interest Rate corresponding to that tier on the entire balance
eligible to earn interest in your account.
After the conversion, the governing documents for your company’s account will
include:
• Commercial Deposit Account Agreement
• Notice Regarding Overdrafts – Business Checking Accounts
• Availability Disclosure for Commercial Deposit Accounts
• Specific Features and Terms for the specific type of account you will have after
conversion
• Commercial Deposit Account Fee Schedule
• Electronic Banking Agreement for Businesses
SAVINGS AND MONEY MARKET ACCOUNT CONVERSION INFORMATION
IF THIS IS YOUR SAVINGS OR MONEY MARKET
ACCOUNT PRIOR TO CONVERSION
THIS WILL BE YOUR ACCOUNT
AFTER CONVERSION
Business Money Market Checking
OR
Money Market Checking
OR
Money Market Savings
Commercial Money Market Savings
Statement Savings
OR
Passbook Savings
Commercial Savings
Your account will automatically become the type of account indicated in the
chart, but we would be happy to discuss account options with you after the
conversion. Simply stop by any branch or call us.
For interest-bearing accounts, the Annual Interest Rates have not yet been
determined. Please call 1-800-724-6070 after the conversion to find out the Annual
Interest Rate applicable to your account. Rates are variable and subject to change
daily. For tiered rate accounts, if your balance falls within a particular tier, M&T
will pay the Annual Interest Rate corresponding to that tier on the entire balance
eligible to earn interest in your account.
IMPORTANT NOTE FOR PASSBOOK CUSTOMERS:
If you have a passbook, you will no longer need to bring it to a branch to be
updated and it will no longer be an official record of your account. Statements will
be provided to you.
After the conversion, the governing documents for your company’s account will
include:
• Commercial Deposit Account Agreement
• Availability Disclosure for Commercial Deposit Accounts
• Specific Features and Terms for the specific type of account you will have after
conversion
• Commercial Deposit Account Fee Schedule
• Electronic Banking Agreement for Businesses
These documents will apply to your account as though your company signed a
Commercial Deposit Account Opening Request for that account on the conversion
date.
These charts are provided as a convenience and summarize certain important information, but they do not include all information. Please be sure to review the full text of
the disclosures and agreements in this booklet for complete information and contact us with any questions.
3
B
TIME DEPOSIT ACCOUNT CONVERSION INFORMATION
IF THIS IS YOUR CD ACCOUNT ON THE
CONVERSION DATE
AT YOUR CD’S FIRST MATURITY DATE ON OR AFTER THE
FIRST BUSINESS DAY FOLLOWING THE CONVERSION DATE
Certificate of Deposit with automatic renewal
Your account will renew as a Commercial Certificate of Deposit
Single-maturity Certificate of Deposit
That maturity date will be the final maturity date of the Certificate of Deposit
and the account will not be automatically renewed. Upon maturity, the balance
in the account will cease to earn interest and will remain in the account
uninvested until your company provides us with instructions for payment or
deposit into another account.
Until your company’s CD renews as a Commercial Certificate of Deposit, its terms
will remain unchanged. Note, however, that the availability of funds deposited into
that account will be governed by M&T’s Availability Disclosure for Commercial
Deposit Accounts. If your account pays simple interest, interest will compound
monthly.
After the first maturity date of your company’s CD on or after the first business
day following the conversion date, the governing documents for your company’s
account will include:
• Commercial Deposit Account Agreement
• Availability Disclosure for Commercial Deposit Accounts
• Specific Features and Terms for Commercial Certificate of Deposit
• Commercial Deposit Account Fee Schedule
These documents will apply to your account as though your company signed a
Commercial Deposit Account Opening Request for that account at renewal.
IMPORTANT NOTE FOR PASSBOOK CUSTOMERS:
If you have a passbook, you will no longer need to bring it to a branch to be
updated and it will no longer be an official record of your account.
These charts are provided as a convenience and summarize certain important information, but they do not include all information. Please be sure to review the full text of
the disclosures and agreements in this booklet for complete information and contact us with any questions.
4
B
COMMERCIAL CHECKING ACCOUNT
SPECIFIC FEATURES
AND TERMS
KIND OF ACCOUNT
Analyzed Checking
ACCOUNT CAN BE OPENED BY
All Non-Consumer
M&T SIMPLE CHECKING
FOR BUSINESS ACCOUNT
MINIMUM OPENING DEPOSIT
None
KIND OF ACCOUNT
ANNUAL EARNINGS CREDIT RATE
Checking
Variable, subject to change daily.*
ACCOUNT CAN BE OPENED BY
LEDGER BALANCE
All Non-Consumer
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against the
Account.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
MINIMUM OPENING DEPOSIT
None
LEDGER BALANCE
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against the
Account.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
COLLECTED BALANCE
The Ledger Balance reduced by Items in the process of collection.
AVERAGE LEDGER BALANCE
The sum of all Ledger Balances at the end of each day in the Analysis Period, divided
by the number of calendar days in that period.
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
AVERAGE FLOAT
NEGATIVE AVAILABLE BALANCE
The sum of checks and other Items deposited in the Account but not yet collected
on each day in the Analysis Period, divided by the number of calendar days in that
period.
An Available Balance less than zero.
AVERAGE COLLECTED BALANCE
AVERAGE NEGATIVE
AVAILABLE BALANCE
The result of subtracting the Average Float from the Average Ledger Balance.
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis
Period.
AVERAGE POSITIVE COLLECTED BALANCE
The sum of all positive end-of-day Collected Balances which occur during the
Analysis Period, divided by the number of calendar days in that period.
ANNUAL NEGATIVE
AVAILABLE BALANCE RATE
RESERVE REQUIREMENT
A percentage reduction equal to the highest percentage reserve requirement
applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without
regard to whether M&T is actually subject to a reserve requirement or the actual
amount of any applicable reserve requirement with respect to M&T’s net
transaction accounts or any category or class of its net transaction accounts
(including any category or class of demand deposit or NOW accounts that would
include the Account).
Variable, subject to change daily.*
COMPUTATION OF
NEGATIVE AVAILABLE BALANCE FEE
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
NET AVERAGE POSITIVE
COLLECTED BALANCE
STATEMENT CYCLE
Monthly cycle unless otherwise requested.
The Average Positive Collected Balance less the Reserve Requirement.
OTHER FEES
EARNINGS ALLOWANCE COMPUTATION
See separate schedule as amended from time to time.
The Net Average Positive Collected Balance for the Analysis Period, multiplied
by the Annual Earnings Credit Rate in effect on the last day of the Analysis Period,
divided by 365 (or 366 in a leap year), multiplied by the number of calendar days
in that Analysis Period. The Earnings Allowance will be used to offset eligible
fees posted to the Account.
ANALYSIS PERIOD
Calendar month
ACCESS AT ELECTRONIC FACILITIES
Yes
BALANCE REQUIREMENT
*The Annual Negative Available Balance Rate will be set by M&T at M&T’s
discretion without reference to any index, formula or schedule.
Total charges multiplied by 365 (or 366 in a leap year), divided by the number of
days in the Analysis Period, divided by the Annual Earnings Credit Rate. The
balance required to offset fees posted to the Account.
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
NEGATIVE AVAILABLE BALANCE
An Available Balance less than zero.
5
B
AVERAGE NEGATIVE AVAILABLE BALANCE
RESERVE REQUIREMENT
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis
Period.
A percentage reduction equal to the highest percentage reserve requirement
applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without
regard to whether M&T is actually subject to a reserve requirement or the actual
amount of any applicable reserve requirement with respect to M&T’s net
transaction accounts or any category or class of its net transaction accounts
(including any category or class of demand deposit or NOW accounts that would
include the Account).
ANNUAL NEGATIVE
AVAILABLE BALANCE RATE
Variable, subject to change daily.*
NET COLLECTED BALANCE
COMPUTATION OF
NEGATIVE AVAILABLE BALANCE FEE
The Collected Balance reduced by the Reserve Requirement.
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
MINIMUM BALANCE ELIGIBLE
TO EARN INTEREST
STATEMENT CYCLE
Interest will accrue on the Net Collected Balance at the end of each day, provided the
Collected Balance at that time is at least $500.
Monthly cycle unless otherwise requested.
INTEREST COMPUTATION
For each day, the end-of-day Net Collected Balance (if positive) multiplied by the
Annual Interest Rate in effect on that day, divided by 365 (or 366 in a leap year).
ANALYSIS PERIOD
Calendar month
AVAILABLE BALANCE
OTHER FEES
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
See separate schedule as amended from time to time.
ACCESS AT ELECTRONIC FACILITIES
NEGATIVE AVAILABLE BALANCE
Yes
An Available Balance less than zero.
*The Annual Earnings Credit Rate and Annual Negative Available Balance Rate
will be set by M&T at M&T’s discretion without reference to any index, formula
or schedule.
ANNUAL NEGATIVE
AVAILABLE BALANCE RATE
Variable, subject to change daily.*
AVERAGE NEGATIVE AVAILABLE BALANCE
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis
Period.
M&T BUSINESS INTEREST
CHECKING ACCOUNT
COMPUTATION OF NEGATIVE
AVAILABLE BALANCE FEE
KIND OF ACCOUNT
Interest-bearing Checking (Demand Deposit)
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
ACCOUNT CAN BE OPENED BY
All Non-Consumer
COMPOUNDING OF INTEREST
MINIMUM OPENING DEPOSIT
Monthly
None
PAYMENT OF INTEREST
ANNUAL INTEREST RATE
At the end of the last Business Day of the calendar month, provided the Account
is open.
Variable, subject to change daily.* Tiers for this Account are based on Collected
Balance at the end of each day, and are as follows:
• At least $500, but less than $50,000
• At least $50,000
Interest for any day will be paid on the entire balance eligible to earn interest
on that day at the Annual Interest Rate corresponding to the highest of the above
interest rate tiers applicable to your Account on that day.
METHOD OF PAYMENT OF INTEREST
As requested, by crediting the Account or by crediting the Account followed
immediately by transfer to an eligible Account with M&T.
STATEMENT CYCLE
Monthly cycle unless otherwise requested.
LEDGER BALANCE
ANALYSIS PERIOD
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against it; plus
all interest credited to the Account before that day and not yet withdrawn from and
charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
Calendar month
OTHER FEES
See separate schedule as amended from time to time.
ACCESS AT ELECTRONIC FACILITIES
COLLECTED BALANCE
Yes
The Ledger Balance reduced by Items in the process of collection.
*The Annual Interest Rate and the Annual Negative Available Balance Rate will
be set by M&T at M&T’s discretion without reference to any index, formula or
schedule. Rates for different tiers may from time to time be the same.
6
B
AVERAGE NEGATIVE AVAILABLE BALANCE
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis Period.
IOLTA NOW ACCOUNT
COMPUTATION OF NEGATIVE
AVAILABLE BALANCE FEE
(for accounts open in New Jersey)
KIND OF ACCOUNT
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiable
order of withdrawal) account which can be opened only as an attorney trust account
for qualified commingled client funds bearing interest for the benefit of the IOLTA
Fund of the Bar of New Jersey.
COMPOUNDING OF INTEREST
Monthly
ACCOUNT CAN BE OPENED BY
Attorney or Law Firm
PAYMENT OF INTEREST
MINIMUM OPENING DEPOSIT
At the end of the last Business Day of the calendar month, provided the Account
is open.
None
METHOD OF PAYMENT OF INTEREST
ANNUAL INTEREST RATE
By crediting the Account; with periodic remittances to the account of the IOLTA
Fund of the Bar of New Jersey after deduction of permissible service charges and
other fees.
Variable, subject to change daily.* Tiers for this Account are based on Collected
Balance at the end of each day, and are as follows:
• At least $500, but less than $50,000
• At least $50,000
Interest for any day will be paid on the entire balance eligible to earn interest
on that day at the Annual Interest Rate corresponding to the highest of the above
interest rate tiers applicable to your Account on that day.
STATEMENT CYCLE
Monthly cycle unless otherwise requested.
ANALYSIS PERIOD
Calendar month
LEDGER BALANCE
OTHER FEES
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against it; plus
all interest credited to the Account before that day and not yet withdrawn from and
charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
See separate schedule as amended from time to time.
*The Annual Interest Rate and the Annual Negative Available Balance Rate will
be set by M&T at M&T’s discretion without reference to any index, formula or
schedule. Rates for different tiers may from time to time be the same.
COLLECTED BALANCE
The Ledger Balance reduced by Items in the process of collection.
RESERVE REQUIREMENT
IOLTA NOW ACCOUNT
A percentage reduction equal to the highest percentage reserve requirement
applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without
regard to whether M&T is actually subject to a reserve requirement or the actual
amount of any applicable reserve requirement with respect to M&T’s net
transaction accounts or any category or class of its net transaction accounts
(including any category or class of demand deposit or NOW accounts that would
include the Account).
(for accounts open in Connecticut)
IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiable
order of withdrawal) account which can be opened only as an attorney trust account
for qualified commingled client funds bearing interest for the benefit of the
Connecticut Bar Foundation.
NET COLLECTED BALANCE
ACCOUNT CAN BE OPENED BY
KIND OF ACCOUNT
The Collected Balance reduced by the Reserve Requirement.
Attorney or Law Firm
MINIMUM BALANCE ELIGIBLE
TO EARN INTEREST
MINIMUM OPENING DEPOSIT
None
Interest will accrue on the Net Collected Balance at the end of each day, provided the
Collected Balance at that time is at least $500.
ANNUAL INTEREST RATE
Variable, subject to change daily.* Tiers for this Account are based on Collected
Balance at the end of each day, and are as follows:
• At least $500, but less than $50,000
• At least $50,000
Interest for any day will be paid on the entire balance eligible to earn interest
on that day at the Annual Interest Rate corresponding to the highest of the above
interest rate tiers applicable to your Account on that day.
INTEREST COMPUTATION
For each day, the end-of-day Net Collected Balance (if positive) multiplied by the
Annual Interest Rate in effect on that day, divided by 365 (or 366 in a leap year).
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
NEGATIVE AVAILABLE BALANCE
LEDGER BALANCE
An Available Balance less than zero.
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against it; plus
all interest credited to the Account before that day and not yet withdrawn from and
charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
ANNUAL NEGATIVE AVAILABLE
BALANCE RATE
Variable, subject to change daily.*
COLLECTED BALANCE
The Ledger Balance reduced by Items in the process of collection.
7
B
RESERVE REQUIREMENT
A percentage reduction equal to the highest percentage reserve requirement
applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without
regard to whether M&T is actually subject to a reserve requirement or the actual
amount of any applicable reserve requirement with respect to M&T’s net
transaction accounts or any category or class of its net transaction accounts
(including any category or class of demand deposit or NOW accounts that would
include the Account).
IOLA NOW ACCOUNT
(for accounts open in New York)
KIND OF ACCOUNT
IOLA (Interest on Lawyers) accounts are a special type of NOW (negotiable order
of withdrawal) account which can be opened only as an attorney trust account for
qualified commingled client funds bearing interest for the benefit of the New York
State IOLA Fund pursuant to Section 97-v of the State Finance Law and Section 497
of the Judiciary Law of the State of New York.
NET COLLECTED BALANCE
The Collected Balance reduced by the Reserve Requirement.
MINIMUM BALANCE ELIGIBLE
TO EARN INTEREST
ACCOUNT CAN BE OPENED BY
Attorney or Law Firm
Interest will accrue on the Net Collected Balance at the end of each day, provided the
Collected Balance at that time is at least $500.
MINIMUM OPENING DEPOSIT
INTEREST COMPUTATION
None
For each day, the end-of-day Net Collected Balance (if positive) multiplied by the
Annual Interest Rate in effect on that day, divided by 365 (or 366 in a leap year).
ANNUAL INTEREST RATE
Variable, subject to change daily.* Tiers for this Account are based on Collected
Balance at the end of each day, and are as follows:
• At least $500, but less than $50,000
• At least $50,000
Interest for any day will be paid on the entire balance eligible to earn interest
on that day at the Annual Interest Rate corresponding to the highest of the above
interest rate tiers applicable to your Account on that day.
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
NEGATIVE AVAILABLE BALANCE
An Available Balance less than zero.
ANNUAL NEGATIVE AVAILABLE
BALANCE RATE
LEDGER BALANCE
At the end of any Business Day, consists of all funds previously deposited in and
credited to the Account and not yet withdrawn from and charged against it; plus
all interest credited to the Account before that day and not yet withdrawn from and
charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
Variable, subject to change daily.*
AVERAGE NEGATIVE AVAILABLE BALANCE
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis
Period.
COLLECTED BALANCE
COMPUTATION OF NEGATIVE
AVAILABLE BALANCE FEE
The Ledger Balance reduced by Items in the process of collection.
RESERVE REQUIREMENT
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
A percentage reduction equal to the highest percentage reserve requirement
applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without
regard to whether M&T is actually subject to a reserve requirement or the actual
amount of any applicable reserve requirement with respect to M&T’s net
transaction accounts or any category or class of its net transaction accounts
(including any category or class of demand deposit or NOW accounts that would
include the Account).
COMPOUNDING OF INTEREST
Monthly
PAYMENT OF INTEREST
At the end of the last Business Day of the calendar month, provided the Account
is open.
NET COLLECTED BALANCE
The Collected Balance reduced by the Reserve Requirement.
METHOD OF PAYMENT OF INTEREST
MINIMUM BALANCE ELIGIBLE
TO EARN INTEREST
By crediting the Account; with periodic remittances to the account of the
Connecticut Bar Foundation after deduction of permissible service charges and
other fees.
Interest will accrue on the Net Collected Balance at the end of each day, provided the
Collected Balance at that time is at least $500.
STATEMENT CYCLE
INTEREST COMPUTATION
Monthly cycle unless otherwise requested.
For each day, the end-of-day Net Collected Balance (if positive) multiplied by the
Annual Interest Rate in effect on that day, divided by 365 (or 366 in a leap year).
ANALYSIS PERIOD
Calendar month
AVAILABLE BALANCE
OTHER FEES
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
See separate schedule as amended from time to time.
NEGATIVE AVAILABLE BALANCE
*The Annual Interest Rate and the Annual Negative Available Balance Rate will
be set by M&T at M&T’s discretion without reference to any index, formula or
schedule. Rates for different tiers may from time to time be the same.
An Available Balance less than zero.
ANNUAL NEGATIVE AVAILABLE
BALANCE RATE
Variable, subject to change daily.*
8
B
AVERAGE NEGATIVE AVAILABLE BALANCE
COLLECTED BALANCE
The sum of all end-of-day Negative Available Balances which occur during the
Analysis Period, divided by the total number of calendar days in that Analysis
Period.
The Ledger Balance reduced by Items in the process of collection.
BALANCE ELIGIBLE TO EARN INTEREST
As of any time during any day, will consist of:
1. The Collected Balance as of that time; plus
2. All interest earned on funds in the Account before that day, but not yet paid.
COMPUTATION OF NEGATIVE
AVAILABLE BALANCE FEE
The Average Negative Available Balance multiplied by the Annual Negative
Available Balance Rate in effect on the last day of the Analysis Period, divided by
360, multiplied by the number of days in that Analysis Period.
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
COMPOUNDING OF INTEREST
COMPOUNDING OF INTEREST
Monthly
Daily
PAYMENT OF INTEREST
INTEREST COMPUTATION
At the end of the last Business Day of the calendar month, provided the Account
is open.
For each day, the Balance Eligible to Earn Interest as of the end of that day
multiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366
in a leap year).
METHOD OF PAYMENT OF INTEREST
By crediting the Account; with periodic remittances to the account of the New
York State IOLA Fund pursuant to Section 497(6)(c) of the Judiciary Law of the
State of New York.
PAYMENT OF INTEREST
At the end of the last day of the statement cycle, provided the Account is open.
STATEMENT CYCLE
METHOD OF PAYMENT OF INTEREST
Monthly cycle unless otherwise requested.
As requested:
1. By crediting the Account, or
2. By crediting the Account followed immediately by transfer to a checking,
NOW or statement savings Account with M&T.
ANALYSIS PERIOD
Calendar month
OTHER FEES
MINIMUM BALANCE TO EARN INTEREST
See separate schedule as amended from time to time.
To earn interest on any day, the Collected Balance must be at least $500 as of the
end of that day.
*The Annual Interest Rate and the Annual Negative Available Balance Rate will
be set by M&T at M&T’s discretion without reference to any index, formula or
schedule. Rates for different tiers may from time to time be the same.
STATEMENT CYCLE
Monthly cycle
OTHER FEES
See separate schedule as amended from time to time.
COMMERCIAL MONEY MARKET
SAVINGS ACCOUNT
TRANSFER LIMITATIONS
During any calendar month, a total of no more than 6 withdrawals and transfers
can be made to another account with M&T or to a third party by means of a
preauthorized or automatic transfer or telephonic (including data transmission)
agreement, order or instruction (including Internet, online banking and other
computer transactions), or by check, draft, debit card or similar order payable to
a third party.
KIND OF ACCOUNT
Statement Savings
ACCOUNT CAN BE OPENED BY
All Non-Consumer
ACCESS AT ELECTRONIC FACILITIES
Yes
MINIMUM OPENING DEPOSIT
None
NOT TRANSFERABLE
(as defined in 12 CFR 204)
ANNUAL INTEREST RATE
Variable, subject to change daily.* Tiers for this Account are based on Collected
Balance at the end of each day, and are as follows:
• At least $500, but less than $2,500
• At least $2,500, but less than $10,000
• At least $10,000, but less than $25,000
• At least $25,000, but less than $50,000
• At least $50,000, but less than $75,000
• At least $75,000, but less than $100,000
• At least $100,000
Interest for any day will be paid on the entire balance eligible to earn interest
on that day at the Annual Interest Rate corresponding to the highest of the above
interest rate tiers applicable to your Account on that day.
*The Annual Interest Rate will be set by M&T at M&T’s discretion without
reference to any index, formula or schedule. Rates for different tiers may from
time to time be the same.
COMMERCIAL SAVINGS ACCOUNT
KIND OF ACCOUNT
Statement Savings
ACCOUNT CAN BE OPENED BY
LEDGER BALANCE
All Non-Consumer
At the end of any Business Day, consists of:
1. All funds deposited in and credited to the Account and not yet withdrawn
from and charged against it; plus
2. All interest credited to the Account before that day and not yet withdrawn
from and charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
MINIMUM OPENING DEPOSIT
None
ANNUAL INTEREST RATE
Variable, subject to change daily.*
9
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LEDGER BALANCE
At the end of any Business Day, consists of:
1. All funds deposited in and credited to the Account and not yet withdrawn
from and charged against it; plus
2. All interest credited to the Account before that day and not yet withdrawn
from and charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
COMMERCIAL CERTIFICATE OF DEPOSIT
KIND OF ACCOUNT
Automatically Renewable Time Deposit
ACCOUNT CAN BE OPENED BY
All Non-Consumer
COLLECTED BALANCE
The Ledger Balance reduced by Items in the process of collection.
MINIMUM OPENING DEPOSIT
$500
BALANCE ELIGIBLE TO EARN INTEREST
As of any time during any day, will consist of:
1. The Collected Balance as of that time; plus
2. All interest earned on funds in the Account before that day, but not yet paid.
MATURITY NOTICE
You will receive a maturity notice with information about the initial term, first
maturity date, and how you can inquire about the Annual Interest Rate,* Annual
Percentage Yield** and Daily Percentage Rate*** for the Account.
AVAILABLE BALANCE
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
LEDGER BALANCE
At the end of any Business Day, consists of:
1. All funds deposited in and credited to the Account and not yet withdrawn
from and charged against it; plus
2. All interest credited to the Account before that day and not yet withdrawn
from and charged against it.
The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger
Balance as of the end of the previous Business Day.
COMPOUNDING OF INTEREST
Daily
INTEREST COMPUTATION
For each day, the Balance Eligible to Earn Interest as of the end of the day
multiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366
in a leap year).
BALANCE ELIGIBLE TO EARN INTEREST
PAYMENT OF INTEREST
As of any time during any day, will consist of:
1. The Ledger Balance; plus
2. All interest earned on funds in the Account before that day, but not yet paid.
At the end of the last day of the statement cycle, provided the Account is open.
METHOD OF PAYMENT OF INTEREST
AVAILABLE BALANCE
As requested:
1. By crediting the Account, or
2. By crediting the Account followed immediately by transfer to a checking,
NOW or statement savings Account with M&T.
The balance available for withdrawal in accordance with the applicable Availability
Disclosure for Commercial Deposit Accounts provided to the Customer.
FREQUENCY OF COMPOUNDING AND
PAYMENT OF INTEREST****
MINIMUM BALANCE TO EARN INTEREST
Interest is compounded daily and paid at the end of the day before each maturity
date and, if requested, approximately every month, every 3 months, every 6 months,
or every year.
To earn interest on any day, the Collected Balance must be at least $100 as of the
end of that day.
STATEMENT CYCLE
Monthly cycle
INTEREST COMPUTATION
OTHER FEES
For each day, the Balance Eligible to Earn Interest as of the end of that day
multiplied by the Annual Interest Rate in effect on that day, divided by 365 (or 366
in a leap year).
See separate schedule as amended from time to time.
METHOD OF PAYMENT OF INTEREST
TRANSFER LIMITATIONS
As requested:
1. By crediting the Account, or
2. By crediting the Account followed immediately by transfer to an eligible
Account with M&T, or
3. By crediting the Account followed immediately by withdrawal and payment
by check.
During any calendar month, a total of no more than 6 withdrawals and transfers
can be made to another account with M&T or to a third party by means of a
preauthorized or automatic transfer or telephonic (including data transmission)
agreement, order or instruction (including Internet, online banking and other
computer transactions), or by debit card or similar order payable to a third party.
No withdrawal can be made by check.
TRANSACTION LIMITATIONS
ACCESS AT ELECTRONIC FACILITIES
Certain deposit and withdrawal limitations apply to your Account. After the
Account is opened, no deposit may be made to your Account except on a maturity
date or as permitted during a grace period. Please see the “Penalty for Early
Withdrawal” section for information about withdrawals.
Yes
NOT TRANSFERABLE
(as defined in 12 CFR 204)
*The Annual Interest Rate will be set by M&T at M&T’s discretion without
reference to any index, formula or schedule.
10
B
PENALTY FOR EARLY WITHDRAWAL
You have contracted to keep your funds on deposit for the term of your Account.
This means that you may not withdraw deposited funds from the Account except
at maturity, as permitted during a grace period (see the “Renewal Policy/Automatic
Renewal” section), or as provided in these terms.
In our discretion, we may allow you to withdraw money from the Account at
times other than at maturity or as permitted during a grace period. However, if you
make such a withdrawal, we may charge you a penalty in our discretion unless the
withdrawal is due to an owner’s death or incompetency as determined by a court
or administrative body.
The penalty will be:
1. $50 plus 182 days’ interest on the amount of the withdrawal, computed
without compounding, at the Annual Interest Rate in effect when the
withdrawal is made, if the term of the Account during which the withdrawal
is made is more than 364 days; or
2. $25 plus 91 days’ interest on the amount of the withdrawal, computed
without compounding, at the Annual Interest Rate in effect when the
withdrawal is made, if the term of the Account during which the withdrawal
is made is less than 365 days.
Please note that the penalty may invade principal, and the term of your Account
is the period of time during which you have contracted to keep your funds on
deposit from the opening deposit or renewal date until the next maturity date.
During each term of your Account, you may withdraw interest that has been
credited to your Account during that term. However, after the next maturity date
of your Account, that interest cannot be withdrawn from your Account without our
consent or as permitted during a grace period.
We can close the Account any time the balance falls below the minimum deposit
that was required to open that Account or, if we automatically renew the Account,
that was required to open the same type of Account on the most recent maturity
date of the Account. We can require the closing of your Account as a condition of
allowing any withdrawal from it.
RENEWAL POLICY/AUTOMATIC RENEWAL
Your Account will renew automatically on each of its maturity dates unless, before
that maturity date, you notify us not to renew it, we send you notice that we will
not renew it, or we are prohibited by applicable law from renewing it. Each time
your Account automatically renews, there will be a grace period of 10 calendar
days after the maturity date (“grace period”), during which you may make a
withdrawal without penalty, make a deposit, or change the length of your term.
Funds withdrawn from your Account during the grace period will not earn any
interest during the grace period. The interest rate for your Account at the time of
renewal will be set by us at our discretion and will not be tied to any index.
If your Account does not automatically renew for any reason, on its maturity
date (or on our next Business Day if that maturity date is not a Business Day),
money in the Account will stop earning interest unless you renew the Account or
reinvest the money.
CHANGE OF TERM
On or within 10 days after any maturity date of the Account.
NOT TRANSFERABLE
(as defined in 12 CFR 204)
****The Annual Interest Rate is subject to change each time the Account is
renewed and will be set by M&T at M&T’s discretion without reference to any
index, formula or schedule.
****The Annual Percentage Yield is an annual rate that is subject to change each
time the Account is renewed and is based on the assumptions that the Account
is renewed on each maturity date, that interest earned on the funds in the
Account is not withdrawn from the Account and that the Annual Interest Rate
for the initial Term does not change for subsequent Terms.
****The Daily Percentage Rate is subject to change each time the Account is
renewed.
****The availability of particular periodic interest payment options for the Account
depends on the Term of the Account. Not all of the interest payment options
are available for all Terms.
11
B
NOTICE REGARDING OVERDRAFTS
BUSINESS CHECKING ACCOUNTS*
EXTENDED OVERDRAFT FEE
This notice provides general information concerning what may occur and what
fees may be charged when you withdraw, or try to withdraw, more money from
your checking account* than you have available for withdrawal from that account.
More detailed information on these and other important topics may be found in
the Commercial Deposit Account Agreement, applicable fee schedule, Electronic
Banking Agreement for Businesses, and Availability Disclosure for Commercial
Deposit Accounts.
In addition to any insufficient funds (NSF)/overdraft fees and negative available
balance charges*** that may apply to your checking account, if we pay a Debit
Item and, as a result, your checking account becomes overdrawn (that is, the
balance is negative) or becomes further overdrawn, you will be charged a single
$40 extended overdraft fee after 5 consecutive business days if the account remains
overdrawn.
MEANING OF SOME TERMS
WE USE IN THIS NOTICE
CHANGES TO INSUFFICIENT FUNDS (NSF)/
OVERDRAFT OR EXTENDED OVERDRAFT FEES
A Debit Item means any withdrawal, transfer or other transaction made or
attempted including, but not limited to, any withdrawal, transfer or other transaction
made or attempted by check, in person, ATM or other electronic means.
An Overdraft Arrangement means either (i) a line of credit account tied to your
account or (ii) another account you have with us that is linked to your account such
that it covers overdrafts.
If we change the amount of or manner of assessing our insufficient funds
(NSF)/overdraft fees or extended overdraft fees or implement any new fees in
connection with overdrafts, we will send a notice explaining this change to you.
* This notice applies only to Commercial Checking, M&T Business Interest
Checking, Non-Profit Checking, M&T Advanced Business Checking, M&T
Simple Checking for Business, M&T Medical Services Checking, M&T
Professional Services Checking, Business FlexChecking, Business
ProChecking, Business Sweep Checking I, and Business Sweep Checking II.
** NOTE: If you have an Overdraft Arrangement with us that fully covers the
amount of any Debit Item posted against insufficient available funds, the Debit
Item will be paid, the account will not be treated as overdrawn and the
insufficient funds (NSF)/overdraft fees and extended overdraft fees and
negative available balance charges will not be assessed. However, you must
pay any charges related to using that Overdraft Arrangement.
*** Insufficient funds (NSF)/overdraft fees and negative available balance charges
are described in the fee schedule and Specific Features and Terms for your
account, respectively.
GENERAL INFORMATION
ABOUT OVERDRAFTS
When we receive a Debit Item for payment from your account and your account
does not contain sufficient available funds to pay that Debit Item, we may decide
to pay the Debit Item or not to pay it.** We make this decision in our sole discretion
and our decision to pay a particular Debit Item does not obligate us to pay other
Debit Items if your account does not contain sufficient available funds to cover
such other Debit Items. If your account becomes overdrawn (that is, has a negative
balance), you must immediately pay to us the total amount overdrawn.
INSUFFICIENT FUNDS (NSF)/OVERDRAFT FEE
If you withdraw, or try to withdraw, more money from your account than you have
available for withdrawal from that account, you will be charged an insufficient
funds (NSF)/overdraft fee*** unless the money is paid under an Overdraft
Arrangement.** This is true regardless of:
1. Whether we pay or decline to pay the Debit Item; or
2. How you withdraw or attempt to withdraw the funds.
12
B
AVAILABILITY DISCLOSURE FOR COMMERCIAL DEPOSIT ACCOUNTS
Funds deposited in a commercial account at M&T Bank become available for
withdrawal according to the following schedule. Prior to the availability date, funds
deposited are unavailable for withdrawal in the form of cash or for payment of
checks, except for instances marked by an asterisk below.
Category A
DETERMINING THE AVAILABILITY
OF A DEPOSIT
The availability of your deposit is counted in business days from the day of your
deposit. Every day is a business day except Saturdays, Sundays and federal
holidays. If you make a deposit before our business day cutoff time on a business
day that we are open, that day will be considered to be the day of your deposit.
However, if you make a deposit after our business day cutoff time, or at any time
on a day that is not a business day or is a day we are not open, we will consider the
deposit made on the next business day we are open. Our business day cutoff time
may vary by location, but is no earlier than 2 p.m. for deposits made to a branch
employee, and no earlier than noon for deposits made at our ATMs. Please ask for
specifics at your branch.
The availability schedule depends on the type of deposit, as explained below.
SAME-DAY AVAILABILITY
0110
0210
0212
0213
0214
0220
0223
0260
0280
0310
0219
0311
0312
0313
0319
0360
0410
0420
0430
0432
0433
0434
0440
0510
0514
0519
0520
0521
0522
0530
0539
0540
0550
0560
0570
0610
0660
0810
0830
2219
2110
2210
2212
2213
2214
2220
2223
2260
2280
2310
2311
2312
2313
2319
2360
2410
2420
2430
2432
2433
2434
2440
2510
2514
2519
2520
2521
2522
2530
2539
2540
2550
2560
2570
2610
2660
2810
2830
For example, if the first four digits of the routing number are 0220, then the
check is a Category A check; if the first four digits of the routing number are 1250,
since they do not appear in the chart, the check is a Category B check.
Some checks are marked “payable through” and have a four- or nine-digit
number nearby. For these checks, use the four-digit number (or the first four digits
of the nine-digit number), not the routing number on the bottom of the check, to
determine if these checks are Category A or Category B checks. For example, on
a credit union share draft marked “payable through” use the four-digit number (or
the first four digits of the nine-digit number) following the name and location of
the credit union.
Our policy is to make funds from these checks available as follows:
1. Category A checks. The funds from a deposit of Category A checks will be
available on the first business day after the day of your deposit.
For example, if you deposit a Category A check of $700 on a Monday, $700 of
the deposit is available on Tuesday.
2. Category B checks. The first $250 from a day’s deposits of Category B checks
will be available on the first business day after the day of your deposit. The
remaining funds will be available on the second business day after the day of
your deposit.
For example, if you deposit a Category B check of $700 on a Monday, $250 of
the deposit is available on Tuesday. The remaining $450 is available on Wednesday.
If you deposit checks from both of the above categories, the funds from your
Category A checks, or $250, whichever is greater, will be available on the first
business day after the day of your deposit.
Funds from the following deposits are available on the same business day as the
day we receive the transfer or deposit:
• Cash.
• Wire transfers via Fedwire or CHIPS.
• ACH credit entries in which a party initiates a transfer of funds from its account
to your account, including electronic direct deposits such as payroll and Social
Security payments; however, funds received for deposit by means of an
international ACH transaction (IAT) may not be made available until certain
monitoring and review procedures are completed and, therefore, may not be made
available on the same business day as we receive the transaction.
NEXT-DAY AVAILABILITY
Funds from the following deposits are available on the first business day after the
day of your deposit:
• Checks drawn on M&T Bank.*
• U.S. Treasury checks that are payable to your company.
• Traveler’s checks.
• Federal Reserve Bank checks, Federal Home Loan Bank checks and postal
money orders, if these items are payable to your company.
If the item is payable to your company, and you make the deposit in person to
one of our employees, using a special deposit slip available from the customer
service representatives at our branch offices, funds from the following deposits are
also available on the first business day after the day of your deposit:
• Checks drawn by the state or by a unit of the local government in the state in
which the deposit is made.
• Cashier’s, certified or teller’s checks.
DEPOSITS AT
AUTOMATED TELLER MACHINES
*Funds from deposits of checks drawn on M&T Bank, other than controlled
disbursement checks, will be available on the same business day as the day we
receive the deposit to pay checks and certain other items drawn on your account.
(Funds from the deposit of controlled disbursement checks drawn on M&T Bank
are available on the first business day after the day of your deposit to pay checks
drawn on your account. A controlled disbursement check drawn on M&T Bank –
which is a check drawn on either a Corporate Checking Account or a Commercial
Checking Account that has controlled disbursement services – is distinguishable
from other checks drawn on M&T Bank by its 9-digit routing number located at
the bottom of the check. If the routing number on a check drawn on M&T Bank
is 021907577, 221370632, 031100173, 031318619 or 055000110, that check is a
controlled disbursement check. Checks drawn on M&T Bank that have different
routing numbers are not controlled disbursement checks.)
An automated teller machine (ATM) is an electronic facility that either is used
without the assistance of an operator or is used with the assistance of an operator
such as a retail store clerk. An ATM we own or operate is called a proprietary ATM.
An ATM we do not own or operate is called a non-proprietary ATM.
OTHER CHECK DEPOSITS
Availability of funds from check deposits may be delayed under the following
circumstances:
• If M&T doubts that a particular check will be paid; for instance, if
• the check has previously been returned unpaid; or
• the check bears multiple endorsements.
• If deposits of checks and other items total more than $5,000 on any one day.
PROPRIETARY ATM DEPOSITS
Funds from deposits made at proprietary ATMs are available in accordance with
the normal schedule set forth above.
NON-PROPRIETARY ATM DEPOSITS
Deposits to your account are not permitted to be made at non-proprietary ATMs.
EXCEPTIONS
The availability of funds from the deposit of other domestic checks depends on
whether the check is a Category A or Category B check. To see whether a check
is classified as Category A or Category B, look at the routing number on the check.
The routing number appears as the first group of encoded numbers on the bottom
of a personal check, and as the second group of encoded numbers on the bottom
of a business check. Find the first four digits of the routing number on your check
and if they are listed in the chart, the check is a Category A check. If they are not
listed in the chart, the check is a Category B check.
13
B
OTHER EXCEPTIONS
• If your account has been overdrawn repeatedly in the last six months and the
overdrafts were not paid with funds that were lent under a line of credit account
or made available from another deposit account you have with us that is linked
to your account as part of an overdraft arrangement.
• If there is an emergency, such as failure of communications or computer
equipment.
M&T will notify you if such an exception hold applies to a check deposited in
your account. The notice will explain when the funds will be available. They will
generally be available no later than the fourth business day after the day on which
they would otherwise have been available.
This availability schedule does not affect M&T’s right to refuse to accept an item
for deposit or M&T’s right to charge your company’s account or otherwise obtain
a refund from you for any item that is not fully paid, regardless of the reason for
nonpayment.
INSUFFICIENT FUNDS (NSF)/OVERDRAFT
FEES ASSESSED BASED ON BALANCE
AVAILABLE FOR WITHDRAWAL
Subject to and in accordance with the fee schedule applicable to your checking or
savings account, we will charge an insufficient funds fee or overdraft fee when
you make or attempt to make a transaction but do not have sufficient available
funds to pay for the transaction. Funds subject to hold or otherwise encumbered
for any reason are not available for withdrawal or payment, including funds pledged
as collateral for indebtedness, subject to legal process (e.g., tax levy or restraint),
held to pay for a transaction made using a debit card, or held to make a
preauthorized payment on a line of credit or online bill payment.
HOLDS ON OTHER FUNDS
(CHECK CASHING; OTHER ACCOUNTS)
If M&T cashes a check which is drawn on another bank, or makes funds from such
a check available to you immediately upon deposit, a hold for a corresponding
amount may be placed on available funds on deposit in one of your M&T accounts.
The hold will be released on the business day on which the funds would have
become available according to the schedule set forth above.
SPECIAL RULES FOR NEW ACCOUNTS
If your company is a new customer at M&T, the following special rules will apply
during the first 30 days your account is open:
Funds from wire transfers via Fedwire or CHIPS and ACH credit entries to your
account will be available on the same business day on which M&T receives the
transfer with complete instructions.
Funds from deposits of cash, checks drawn on M&T Bank and the first $5,000
of a day’s total deposits of checks drawn by the state or by a unit of the local
government in the state in which the deposit is made, cashier’s, certified, teller’s,
traveler’s and federal government checks will be available on the first business day
after the day of deposit if the deposit meets certain conditions. For example, the
checks must be payable to your company and may require a special deposit slip.
The excess over $5,000 will be available on the seventh business day after the day
of deposit.
Funds from all other check deposits will be available on the fourth business day
after the day on which they would otherwise have become available.
14
B
ELECTRONIC BANKING AGREEMENT FOR BUSINESSES
MEANING OF SOME TERMS
ISSUANCE OF CARDS AND PINS
In this agreement (1) “we,” “us,” “our” and “ours” mean M&T Bank, One M&T
Plaza, Buffalo, New York 14203; (2) “you” and “your” mean the sole proprietor
or business entity issued one or more access devices pursuant to an application for
same made to us by such sole proprietor or business entity; (3) “your card” means
each M&T ATM Card for Business and each Visa® debit card tied to a commercial
deposit account with us that we have issued to someone who has been authorized
by you to use the card, and any Virtual Card that we have issued to someone who
has been authorized by you to use the Virtual Card; (4) “our VRU” means the
M&T Business Telephone Banking Center automated voice response unit; (5)
“access device” means your card, card number, card data, or such other information
associated with your card that is used to access your account; (6) “your PIN” means
the secret personal identification number assigned to an authorized user of your
card; (7) “your Checking Account” means any commercial checking account or
NOW account with us to which your card is linked; (8) “your Savings Account”
means any commercial savings account with us to which your card is linked; (9)
“your Line of Credit Account” means any commercial line of credit account with
us to which your card and your Checking Account or your Savings Account are
tied; (10) your “Virtual Card” means the multi-digit number issued to you that can
be used alone or in conjunction with other information (such as a PIN) to identify
you for purposes of accessing our VRU or enrolling in certain of our services; and
(11) “E-Banking Services” means electronic banking services not provided at
electronic facilities covered by this agreement which we may make available to
you from time to time via the Internet or other electronic medium, including,
without limitation, M&T Online Banking for Business. Except as set forth herein,
the terms and conditions of such E-Banking Services are not covered by this
agreement.
We will deliver to you the number of cards that you request in writing. A separate
card will be issued to each person authorized by you to use your card. You must
furnish us with the full name of each person whom you authorize to use your card.
Each of your cards will be imprinted with your name and the name of the employee,
agent or other representative authorized to use such card. Each authorized user of
your card must sign his or her name on the reverse side of the card issued to such
authorized user. A separate PIN will be assigned to each card and told to the
authorized user of such card, or, each authorized user, if he or she prefers, can
choose his or her own PIN.
ELECTRONIC FACILITIES
COVERED BY THIS AGREEMENT
Electronic facilities covered by this agreement are our own automated teller
machines (ATMs), electronic facilities owned or operated by any of our affiliates,
our VRU, ATMs and point-of-sale terminals in networks of shared electronic
facilities in which we directly or indirectly participate (for example, the PLUS®,
STAR® or Visa network) and any means of electronic communication through
which you may communicate instructions to make transfers to or from your account
using your access device (e.g., telephone or Internet).
USE OF YOUR ACCESS DEVICE
The type of transactions that a user of your access device will be permitted to
perform and where they can be performed depends on whether your card is an
M&T ATM Card for Business, a Visa debit card or an M&T Virtual Card, and, if
your card is an M&T ATM Card for Business, whether you have the “Balance
Inquiry” option or the “All Activity” option for the authorized user of your card.
The Visa debit card and the All Activity option for the M&T ATM Card for
Business are available to an authorized user of your card only if such person is also
an authorized signer on each deposit account and credit account linked to your
card.
A. M&T ATM CARD FOR BUSINESS
1. Balance Inquiry Option. If you elect this option for an authorized user
of your card, such authorized user will be able to (a) make a deposit in
your Checking Account or your Savings Account, (b) make a deposit in
a commercial deposit account of yours with us other than your Checking
Account and Savings Account, (c) find out the balance of your Checking
Account, your Savings Account or your Line of Credit Account, (d) pay
an amount owing under an account with us or someone else for whom we
collect payments, and (e) find out the amount of credit available under
your Line of Credit Account.
2. All Activity Option. If you elect this option for an authorized user of your
card, such authorized user will be able to (a) make a withdrawal of cash
from your Checking Account or your Savings Account, (b) make a deposit
in your Checking Account or your Savings Account, (c) make a transfer
to an account linked to your card, (d) make a transfer from an account
linked to your card to another account that you or someone else has with
us or with another bank, (e) make a deposit in a commercial deposit
account of yours with us other than your Checking Account and your
Savings Account, (f) find out the balance of your Checking Account, your
Savings Account or your Line of Credit Account, (g) pay an amount owing
under an account with us or someone else for whom we collect payments,
(h) find out the amount of credit available under your Line of Credit
Account, and (i) obtain credit under your Line of Credit Account to borrow
money in cash.
B. VISA DEBIT CARD
An authorized user of your Visa debit card will be able to perform all of the
transactions listed in the paragraph of this agreement entitled “All Activity
Option.” In addition, the authorized user will be able to make a transfer from
your Checking Account to pay for the purchase or lease of goods or services
at any merchant that honors Visa debit cards without the use of an electronic
facility.
INTRODUCTION TO ELECTRONIC
BANKING SERVICES
We offer a variety of services that allows you and your authorized employees,
agents and representatives to access certain of your commercial deposit accounts
with us and/or your commercial credit accounts with us or with our affiliates, by
what is called an electronic funds transfer (“EFT”). For purposes of this agreement,
an EFT is a transfer of funds from or to a commercial deposit account you maintain
with us or a commercial credit account you maintain with us or with our affiliates
through use of your access device at electronic facilities covered by this agreement.
This agreement describes the EFT and other services available to you through use
of your access device and sets forth the terms and conditions applicable to your
use of all such services, including, among other things, your and our respective
rights and liabilities that arise from such use. By using your access device or PIN
or authorizing someone else to use either, you agree to be bound by all terms and
conditions of this agreement, and with regard to E-Banking Services, you agree to
be bound by all of the terms and conditions of the applicable E-Banking Services
agreement.
AUTHENTICATION
You acknowledge that use of an access device and, where required, corresponding
PIN (i) is the equivalent of the signature of the authorized user of the access device,
(ii) authenticates and validates the directions given at any electronic facility covered
by this agreement or the directions given in connection with any E-Banking
Services as the directions of an authorized user of the access device to the same
extent as the actual signature and proof of identity of such authorized user of the
access device and (iii) identifies the party using the access device and, where
required, corresponding PIN as the authorized user of the access device, or as
someone who has been delegated the rights of an authorized user, with the power
and authority to enter into contracts on your behalf, including entering into
contracts over the Internet or other electronic medium, and to transact business
and bind you as set forth herein or in any applicable E-Banking Services agreement.
You further acknowledge that the use of the PIN in conjunction with the access
device is a commercially reasonable security procedure for use in authenticating
transactions or enrolling in E-Banking Services.
15
B
MERCHANT TRANSACTIONS
Please note, whether your card is an M&T ATM Card for Business or a Visa debit
card, not all types of transactions that an authorized user of your access device is
permitted to perform can be performed at all electronic facilities at which your
access device may be used. For example, there may be restrictions on the types of
transactions that can be made with your card at certain of our ATMs or at any other
ATM or point-of-sale terminal at which your card may be used. Also, telephone
transactions made with your access device using our VRU are limited to transfers
between your Checking Account and your Savings Account as well as between
those accounts and your Line of Credit Account.
C. VIRTUAL CARD
The Virtual Card can only be used to access our VRU and to enroll in and
access certain services at our E-Banking Service, M&T Online Banking for
Business.
If your access device is used to pay for goods or services and/or to obtain cash back
from a merchant or service provider, you are requesting that we withdraw funds in
the amount of such payment (including any cash received from the merchant or
service provider) from your Checking Account or your Savings Account and
directing us to pay such funds to the merchant or service provider. We will have
no liability if a merchant or service provider refuses to honor your access device.
We are not responsible for any injury to you or to anyone else caused by any goods
or services purchased or leased with your access device. You are responsible for
resolving all disputes concerning the purchase or lease of goods or services with
the merchant or service provider who accepted your access device. We are not
subject to any claim or defense you may have regarding any dispute with any
merchant or service provider involving a transaction conducted with the use of
your access device.
TRANSACTION LIMITATIONS
TELEPHONE TRANSACTIONS
1. During any day, the total transactions in which your access device is used at
an ATM to obtain cash, whether the cash is obtained through a withdrawal
from your Checking Account or your Savings Account or through another
transaction (for example, a transaction in which a check is cashed or credit is
obtained under your Line of Credit Account to borrow money in cash) cannot
exceed (i) 9 in number (15 if your card is a Visa debit card) or (ii) $500 in
amount ($1,000 if your card is a Visa debit card). We may, but we do not have
to, from time to time allow transactions that exceed these limits.
2. During any day, the total transactions in which your access device associated
with your Visa debit card is used to access your Checking Account to (a) pay
for a purchase of goods or services, (b) pay bills for services provided by
companies authorized to process bill payment transactions through STAR,
Visa or other networks in which we participate or (c) perform a cash advance
through Visa, cannot exceed (i) 20 in number or (ii) $7,500 in amount. We
may, but we do not have to, from time to time allow transactions that exceed
these limits.
3. Deposits in or transfers to your Checking Account or your Savings Account
at some shared electronic facilities may be limited by the operators of those
facilities or by the networks in which they participate.
4. No coins may be deposited and no more than 50 items may be deposited at any
one time at any electronic facility covered by this agreement at which deposits
may be made.
5. If you have multiple accounts of the same type linked to your card (i.e.,
multiple checking accounts), some locations at which you can use your access
device may not offer the ability to select which of those accounts you wish
to use to effect your transaction, and some locations may offer the ability to
select some, but not all, of those accounts. When no such choice is offered,
the transaction will be processed in connection with your primary account,
as designated by you and reflected in our records.
6. During any calendar month, no more than 6 withdrawals can be made from
your Savings Account by a check, by a preauthorized, automatic or telephonic
transfer to another deposit account with us or to a third party (including a
transfer made via the Internet using E-Banking Services) or by a transfer to
a third party made using your access device (for example, a transfer to pay
the purchase price of goods or services).
7. To help avoid disruptions in the use of your access device, please let us know
in advance if you are planning to travel away from home. We may (but are
not obligated to) prohibit, restrict or limit the use of your access device if we
suspect potential or increased risk of fraud, unauthorized transfers, or other
illicit activity. In addition, we may (in our discretion) prohibit, restrict or limit
the use of your access device in some jurisdictions outside the United States.
Other limitations on the use of your access device can be imposed. For purposes
of any limitation on the use of your access device, a day does not necessarily have
to begin at midnight. For reasons of security, we are not describing exactly when
the day begins for purposes of any limitation on the use of your access device.
With a Visa debit card, a Virtual Card or an M&T ATM Card for Business that is
issued with the All Activity option, your access device may be used by telephone
through our VRU to make transfers of funds between accounts linked to your card.
To initiate a transfer of funds through our VRU, you must use a touchtone telephone
and have available your access device and any other information we may require
to establish the identification of the authorized user of your access device. You are
responsible for the accuracy and completeness of all information and directions
supplied to us in connection with a transaction made using our VRU. For your
protection and ours, you agree that we may, but we do not have to, record your
instructions for EFTs made using our VRU.
TIME OF INFORMATION
When your access device is used at any electronic facility covered by this agreement
to find out the balance of your Checking Account or your Savings Account or the
amount of credit available under your Line of Credit Account, the information will
generally, but not necessarily, be as of a time no earlier than the start of our most
recent business day beginning before the inquiry is made.
OBLIGATIONS WITH RESPECT
TO ACCESS DEVICES AND PINS
You agree to safeguard your access device(s) and PIN(s) issued to authorized access
device users pursuant to this agreement and to cause each person you authorize to
use or to whom you give your access device and/or corresponding PIN to safeguard
your access device and/or corresponding PIN by adopting security measures to
prevent any unauthorized person from obtaining possession of your access device
and/or corresponding PIN, and by taking all reasonable precautions, including, but
not limited to: (i) not keeping your access device and corresponding PIN in the
same place; (ii) not writing the PIN on your card or on any document carried along
with your card or in the area of your PC that may be used to engage in E-Banking
Services; (iii) memorizing the PIN and destroying or keeping under lock and key
any paper on which the PIN is written; and (iv) not disclosing any PIN to anyone
except any person to whom your access device to which the PIN applies is given
or such person that you have authorized to gain access to, or enroll in, E-Banking
Services. If any person for whom you have requested a card ceases to have your
permission to use your card, whether because of termination of employment or
otherwise, you must return that card to us or request that we deactivate the card
and PIN immediately. You must do this even if the person to whom your card is
issued is an authorized signer on any deposit account or credit account linked to
your card and at your request, we have noted in our records that such person’s
signature authority over any such account has been terminated. If an authorized
user of your Visa debit card, your M&T ATM Card for Business issued with the
All Activity option or your Virtual Card ceases to be an authorized signer on any
deposit account or credit account linked to your card, you agree that we may, but
shall have no obligation to, deactivate such person’s card and PIN. Deactivation
of the card and the PIN shall not void or otherwise repudiate any agreement we may
have entered into with you for E-Banking Services in reliance on the PIN and
access device prior to the date of such deactivation unless you separately request
that we terminate such E-Banking Services in accordance with the terms of the
respective E-Banking Services agreement. If any card, access device or PIN
associated with your card (or any cellular phone or other device on which your
access device is stored) is or is believed by you to be lost, stolen or in the possession
of any unauthorized person, or if you believe that any transaction involving your
Checking Account or your Savings Account or an E-Banking Service may have
been or may be made using your access device or the corresponding PIN without
your authorization, or if you suspect there has been any compromise of any security
measures adopted to prevent unauthorized use of your access device or the
corresponding PIN, you must immediately notify us of that fact and we will deactivate the card and the corresponding PIN. You must notify us by telephoning
1-800-724-1552, or by writing to M&T Bank, P.O. Box 767, Buffalo, New York
14240-0767, Attention: M&T Business Telephone Banking Center. Please note
FOREIGN TRANSACTIONS
If your access device is used to conduct a transaction in a foreign country, the
transaction may be in a foreign currency. For purchases made through the Visa
network with your access device, Visa will convert the purchase price into a U.S.
dollar amount. The conversion rate will be (a) a rate selected by Visa from the
range of rates available in wholesale currency markets on the date (based on
Greenwich Mean Time) Visa receives the transaction for processing, which rate
may vary from the rate Visa itself receives, or (b) the government-mandated rate
in effect for the date (based on Greenwich Mean Time) on which Visa receives the
transaction for processing. For other transactions, we will post the transaction in
U.S. dollars based on the currency exchange rate in effect on the day we settle for
the transaction. The currency exchange rate may be different on that day than on
the day of the transaction. Also, there may be special currency exchange charges,
which you agree to pay. We have no control over the exchange rate or the date or
place of exchange or the amount of any special currency exchange charges.
16
B
DOCUMENTATION
that any notice transmitted to us at any address other than the address indicated in
this section, including, but not limited to, any e-mail address or website, will not
constitute valid notice.
1. Receipts. You can get a receipt for each completed EFT transaction made
using your access device at each electronic facility covered by this agreement
(other than an EFT transaction made through use of our VRU or E-Banking
Services), or, if your card is a Visa debit card, at any merchant or financial
institution that honors Visa debit cards without the use of an electronic
facility. However, you might not receive a receipt if the transaction is $15 or
less. In certain cases, receipts may be issued to you without prior verification
or without reflecting the entire transaction (for example, for a deposit you
make at an ATM or at a restaurant prior to addition of a tip). Such transactions
may subsequently be verified. If there is a conflict between any receipt and
our records concerning a transaction, our records will control.
2. Statements. You will receive a monthly statement for your Checking Account
and your Savings Account. We will not provide separate statements for each
of your cards, if more than one card has been issued at your request. Each
statement for your Checking Account or your Savings Account will show all
transactions credited to or charged against the account during the period
covered by the statement.
3. Review of Documentation. You agree to review your receipts and statements
as soon as you get them. If a receipt or monthly statement shows a transaction
made by using your access device that you believe to be unauthorized or in
error, you should notify us promptly by calling the M&T Business Telephone
Banking Center at the telephone number indicated in the section of this
agreement entitled “Obligations With Respect to Access Devices and PINs,”
or by writing to us at the address indicated in the same section.
LIABILITY FOR UNAUTHORIZED USE
1. General Rule. Except as otherwise provided in paragraphs 2 and 3 of this
section, you shall be fully responsible for any transactions made by use of
your access device to the extent provided in this paragraph. You agree to
immediately reimburse us for any loss, claim or damage that we sustain as a
result of the use of any access device issued at your request. We shall have
no liability for any loss, claim or damage that you sustain as a result of the
use of your access device. This is true even if your access device is lost, stolen
or obtained or retained by a person not authorized by you to use your access
device or to access your accounts with us, unless such unauthorized use or
access occurs after you have asked us, pursuant to notice given in the manner
required in the section of this agreement entitled “Obligations With Respect
to Access Devices and PINs,” to deactivate your access device and we have
had a reasonable time to act on your request.
2. Visa Zero Liability Policy. If your card is a Visa debit card, you will not
have to bear the loss of money taken from your Checking Account or your
Savings Account in any unauthorized transaction or series of related
unauthorized transactions made using your access device if we are required
to bear the loss for such transaction(s) under Visa’s Zero Liability Policy. A
transaction made with your access device by a co-owner of your business, a
person you have authorized to use your access device or someone who has
been authorized by such person to use your access device, or other person
who has an interest in, or authority to transact on, your Checking Account,
your Savings Account or your Line of Credit Account (including any
transaction by any such person that exceeds the authority given by you) shall
not be considered an unauthorized transaction for purposes of Visa’s Zero
Liability Policy. Also, electronic fund transfers made to or from your
Checking Account, your Savings Account or your Line of Credit Account
using your access device, in a transaction initiated through our VRU, or in
any other transaction which is processed through a network other than the
Visa or Plus network are not covered by Visa’s Zero Liability Policy, and are
subject to the rules on liability stated in paragraphs 1 or 3 of this section, as
applicable. Moreover, if we determine that an unauthorized transaction
claimed by you was the result of any fraud or gross negligence on your part
or on the part of any of your employees, agents or representatives, or if you
fail to report unauthorized transactions within 60 days after the date we send,
deliver or otherwise make available to you your account statement on which
the unauthorized transaction first appears, your liability for the loss resulting
from such unauthorized transaction and any related unauthorized transactions
will not be limited by Visa’s Zero Liability Policy and you may have to bear
as much as the full amount of the loss.
If you notify us that a transaction made using your access device was
unauthorized and we are unable to complete our investigation of your claim
within 5 business days after we receive such notice, we will then provisionally
recredit your Checking Account or your Savings Account for the amount of
the transaction if the unauthorized transaction may be covered under Visa’s
Zero Liability Policy; provided, however, we may require your written
confirmation of the unauthorized transaction prior to providing you with
provisional credit. If, after the completion of our investigation of your claim,
we have determined that Visa’s Zero Liability Policy does not apply to your
claim, we may charge back to and withdraw from your Checking Account or
your Savings Account the amount of any provisional credit that we previously
provided to you. We may do this even if we have previously advised you that
we have approved your claim. We shall not be liable to you if, as a result of
any such chargeback and withdrawal, we are unable or refuse to pay, because
of insufficient available funds in your Checking Account or your Savings
Account, any transactions on such account (such as a check or other debit)
that you have authorized and that are presented to or are received by us for
payment. We may also withhold or delay provisional credit if we determine
that particular circumstances or your account history warrants our doing so.
3. Nine or Fewer Cards. In cases where we have issued 9 or fewer cards to your
employees who are authorized users of your access device, your liability for
any unauthorized transaction by the use of your access device to access your
Line of Credit Account (other than a transaction in which credit is extended
pursuant to an overdraft financing agreement with us or with our affiliates that
permits you to withdraw funds from your Checking Account in excess of the
balance available for withdrawal from such account) will not exceed $50.00.
Also, you will have no liability for an unauthorized transaction of such kind if
the transaction occurs after notification to us at the address or telephone number
indicated in the section of this agreement entitled “Obligations With Respect
to Access Devices and PINs.” If we have issued 10 or more cards to your
employees, your liability for unauthorized transactions effected by use of your
access device is as stated in paragraphs 1 and 2 of this section of the agreement,
regardless of the nature of the transaction.
CUSTOMER REPRESENTATIONS
AND WARRANTIES
You make the following representations and warranties:
1. If you are not a sole proprietor, you are a legally organized and validly existing
business entity in good standing under the laws of your state of organization,
and the execution, delivery and performance of this agreement have been
validly authorized by you pursuant to resolutions duly adopted or other actions
duly taken by you.
2. Each of your accounts to which your card now is or in the future may be
linked will be used exclusively for business purposes and not for personal,
family or household purposes.
3. Each transaction effected through use of your access device shall be for
business purposes only and not for personal, family or household purposes.
4. All information furnished by you or on your behalf in connection with your
card application and this agreement has been and will continue to be true and
complete.
You agree that we can continue to rely on the representations and warranties stated
above until all of your cards now or hereafter issued pursuant to this agreement
are returned to us or until this agreement is terminated. If any representation
becomes untrue, you agree to tell us immediately.
CREDITING AND CHARGING
We do not have to credit or charge any account in connection with any transaction
made using your access device until the end of our first banking day following our
banking day on which the transaction is made. Also, we do not have to credit or
charge any account in connection with the transaction until we have verified that
any cash or check or other document that was to be inserted in the electronic facility
in connection with the transaction was inserted.
OBTAINING MORE MONEY
THAN IS IN YOUR ACCOUNT
If any amount of money involved in any transaction made using your access device
is to be withdrawn from your Checking Account or your Savings Account but
exceeds the balance available for withdrawal from that account, you must, unless
the account is your Checking Account and the excess either is lent under your Line
of Credit Account or is made available from another deposit account you have with
us as part of an overdraft arrangement, immediately pay us the excess and any
charge we impose for making the excess available and not use or allow the use of
your access device until we have been paid the excess and the charge. If we hire
an attorney to collect any of the excess or any of the charge, you must pay us the
attorney’s fee and all legal expenses we incur in connection with the collection.
FEES
You must pay each fee imposed by us or by our affiliates for any transaction made
using your access device. For purposes of imposing fees for transactions: (1) a
deposit combined with a withdrawal of part of the deposit to get cash back is
considered to be a single transaction, (2) the fee for cashing a check will be charged
either to your Checking Account or to your Savings Account, depending on which
account is selected at the time the check is cashed, and (3) the fee for a transfer
from an account linked to your card to another account will be charged to the
account from which funds are transferred. All fees charged to you for the services
provided to you under this agreement shall be in accordance with our separate fee
schedule for electronic banking services provided to our commercial customers.
17
B
ERROR DETECTION
AMENDMENT
Notwithstanding any security procedure we may from time to time utilize for
detecting errors in transactions covered by this agreement, you agree that we shall
have no responsibility to discover or report to you any such errors, and we shall
not be liable either for the failure to have such a security procedure, or, if we have
such a security procedure, for the failure of such security procedure to detect such
errors, regardless of the manner in which we apply such security procedure.
We may change the terms of this agreement by giving you written notice at least
10 business days prior to the effective date of the change, provided, however, if the
change does not adversely affect you or is made for security purposes, we can
implement it without giving you prior notice, and, further provided, if the change
involves the imposition of a new fee or the increase of an existing fee for any service
we provide in connection with the transactions covered by this agreement, we can
implement the change, without sending you a prior written notice, if we post a
notice of the new fee or the increase in the existing fee at the branch office where
your Checking Account or your Savings Account is maintained at least 10 business
days prior to the date that the new fee or increase in the existing fee is scheduled
to take effect.
BUSINESS DAYS
Our business days are Monday through Friday, excluding federal holidays.
LIMITATION OF LIABILITY
1. In performing under this agreement, we shall not be liable for any damages
you may suffer or incur as a result of our failure to complete on time or in the
correct amount any transaction initiated by you at an electronic facility
covered by this agreement or on account of any other acts or omissions on
our part except where we have failed to act in good faith. Without limiting
the foregoing, we shall not be liable for errors or delays with respect to any
transaction initiated by you at an electronic facility covered by this agreement
in cases where (i) the transaction is for the purpose of making a withdrawal
or transfer from your Checking Account or your Savings Account and,
through no fault of ours, the amount of the withdrawal or transfer exceeds
the funds then available for withdrawal from the account and any account
linked for the purpose of covering overdrafts, (ii) the transaction is for the
purpose of making a withdrawal or transfer from your Checking Account or
your Savings Account and money in the account is pledged as collateral for
a loan, subject to an administrative hold, subject to a court order restricting
its removal from the account or is the subject of a dispute, (iii) the transaction
is for the purpose of making a withdrawal from your Checking Account or
your Savings Account at an electronic facility, and the electronic facility is
out of cash or is not dispensing in a single transaction as much cash as is
sought in the transaction, (iv) an occurrence beyond our control (such as a
fire or flood) prevents us from properly completing the transaction, (v) the
transaction is to take place at an electronic facility and we are prevented from
completing the transaction because the electronic facility is not working
properly, (vi) we, in good faith, believe that the transaction is being conducted
without your authorization (for example, because your card or any PIN
assigned to any authorized user of your card has been reported lost or stolen),
(vii) our failure to complete the transaction properly is justified by any
provision of this agreement or by any provision of any other agreement
between you and us concerning your Checking Account, your Savings
Account or your Line of Credit Account, or by applicable law, or (viii) the
right to use your access device has been canceled.
2. In no event will we be liable for special, incidental or consequential damages.
NOTICES AND CHANGES OF ADDRESS
Any notice we send you concerning this agreement or your access device will be
sent to your current mailing address shown in our records concerning this
agreement, or in the absence of any such address, to the most recent address shown
in our records concerning your Checking Account or your Savings Account. We
can send any notice to you by regular mail. If your mailing address changes, you
must promptly notify us of the new address in writing, in person or by telephone
(if we agree to accept telephonic notification). You agree that we may, but are not
required to, accept and rely upon any such telephonic notification of address
change. Any other notice you give us concerning this agreement or your access
device must be in writing unless applicable law provides that it can be given orally.
CHANGES
No change in this agreement can be made except in a writing signed by us. To the
extent required by applicable law, we will send or deliver a notice of the change
and its effective date to you.
NO NOTICE OR LOSS OF RIGHTS
We can exercise, give up, fail to exercise or delay exercising any of our rights with
respect to you or your access device without notifying you. By exercising, failing
to exercise or delaying the exercise of any of the rights, we will not lose it or any
other of the rights. By giving up any of the rights on any occasion, we will not lose
it or any other of the rights on any other occasion.
GIVING UP OF RIGHTS
None of the rights with respect to you or your access device can be given up by us
except in a writing signed by us.
NO TRANSFER OF RIGHTS
You cannot transfer any of your rights under this agreement to anyone else. Any
attempted transfer will be void.
TERMINATION
EVIDENCE
We reserve the right, at any time, without prior notice to you, to terminate any or
all of the services provided by us under this agreement. Also, at any time, for any
reason, without notifying you that we are going to do so, we may cancel the right
to use your access device or the right of any person or persons authorized to use
your access device to continue using it. A termination of any service we provide
under this agreement or the cancellation of your access device will take effect
immediately unless we decide to have it take effect later. When you learn of the
cancellation of your access device, you must stop using it. If we cancel your card,
you must cut your card in half and return it to us. A cancellation of your access
device will not affect any of your obligations under this agreement.
You agree that in any legal proceeding involving this agreement or your access
device or any transaction effected by use of your access device, any copy of this
agreement kept by us in the regular course of our business may be admitted into
evidence as an original of this agreement.
APPLICABLE LAW; CONFLICTS
Any legal question concerning this agreement, your access device or any
transaction effected by use of your access device will be decided in accordance
with (1) the law of the state or other jurisdiction in which the account which is
debited in the transaction is domiciled; and (2) to the extent applicable, federal law.
In the event of any conflict between the provisions of this agreement and any
applicable law, the law will control and this agreement shall be deemed modified
to the extent necessary to comply with such law.
YOUR CARD IS OUR PROPERTY
Your card is and will remain our property and must be returned to us if we request
you do so. We or anyone acting for us can keep your card if it is used after the right
to use it has been canceled or after we have requested you to return it to us. For
example, if after the right to use your card has been canceled, it is used at any
electronic facility covered by this agreement, it might not be returned to you.
CONTINUED EFFECTIVENESS
If any part of this agreement is determined by a court to be invalid, the remaining
provisions of the agreement will remain in effect.
18
B
ENTIRE AGREEMENT
ATM SAFETY INFORMATION
Except for any agreement between you and us concerning your Checking Account,
your Savings Account, your Line of Credit Account or E-Banking Services, this
agreement constitutes the final and complete agreement between you and us
concerning your access device or the corresponding PIN and any transaction that
may be effected by use thereof. In the event there shall be any inconsistency
between the terms and provisions of this agreement and the terms and provisions
of any other agreement described in the preceding sentence in regard to your card,
your access device associated with your card or the corresponding PIN or any
transaction effected by use thereof, the terms and provisions of the other agreement
will be controlling. Any statement concerning your card, your access device
associated with your card or the corresponding PIN or any transaction effected by
use thereof made by any of our employees or anyone else is not part of this
agreement.
The activity at our ATM facilities covered by the New York State ATM Safety Act
and many of our other ATM facilities is recorded by a surveillance camera or
cameras. The following safety precautions should be employed while using an
ATM facility: (1) If the ATM facility is located within the interior of a building
and you use the ATM facility after regular banking hours, (a) close the entry door
completely upon entering or exiting and (b) do not permit any unknown person to
enter; (2) before exiting an ATM facility, place any withdrawn cash securely upon
your person; (3) be aware of your surroundings when you use an ATM facility,
particularly during the hours of darkness; (4) be accompanied by another person
when using an ATM facility during the hours of darkness; (5) have your card ready
as you approach the ATM and be careful so that no one can see you enter your PIN
at the ATM; (6) refrain from displaying cash, place cash in a pocket as soon as a
transaction is completed and count cash in the safety of a locked enclosure such
as a car or home; (7) use another ATM facility or return at a later time if you notice
anything suspicious or if circumstances cause you to be apprehensive for your
safety; (8) cancel a transaction, place your access device in a pocket and leave if
you notice anything suspicious when you are using an ATM; and (9) immediately
report all crimes to the operator of the ATM and to local law enforcement officials.
Complaints concerning security at our ATM facilities should be directed to our
Security Department at (716) 842-5410. If the ATM facility is located in New York
State, you may call the New York State Department of Financial Services ATM
safety complaint line at (877) BANK-NYS. If the ATM facility is located in New
York City, you may also notify the New York City Department of Consumer Affairs
by dialing 311. If the ATM facility is located in New Jersey, you may also notify
the New Jersey Department of Banking at (609) 292-7272. If emergency assistance
is needed due to criminal activity or medical emergency, call 911 at the nearest
available public telephone.
REASONABLE TIME TO ACT
A reasonable time for us to act on any notice, order or other communication will
extend until at least the close of business on the business day following the business
day on which we received the notice, order or other communication in question.
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COMMERCIAL DEPOSIT ACCOUNT AGREEMENT
INTRODUCTION
GENERAL TERMS AND
CONDITIONS FOR
COMMERCIAL DEPOSIT ACCOUNTS
DEFINITIONS
In this Agreement:
1. “M&T,” “M&T Bank,” “the Bank,” “we,” “us,” “our” and “ours” mean
Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo,
New York 14203.
2. “Customer,” “you” and “your” mean the sole proprietor, corporation,
partnership, business-purpose unincorporated association, estate, trust,
governmental or other entity or not-for-profit organization on behalf of which
an Account with us is opened or maintained through any means (e.g., paper
request, online, by account renewal, through a merger or acquisition, etc.).
3. The “Account” means each deposit Account opened or maintained for you at
M&T for business use and not for personal, family or household purposes.
4. “Business Day” means a day on which M&T is open for business, Monday
through Friday, excluding federal holidays.
5. “Item” means all money, checks, drafts, bills of exchange, acceptances, notes
and other written promises or orders for payment.
6. “Debit Item” means any Item, electronic funds transfer entry or other
transmission or document by which a withdrawal, transfer or other transaction
can be made or can be attempted to be made from your Account by any means
(e.g., by check, in-person withdrawal, ATM withdrawal or other electronic
means).
7. “Negative Available Balance Fee” refers to interest accrued each day by an
outstanding negative Available Balance in an Account.
8. “Term” applies only to time deposits and means:
a. The period beginning on the date of the opening deposit and ending on
the first maturity date of the Account; or
b. The period beginning on any maturity date of an automatically renewable
Account and ending on the next maturity date.
9. “Debit card” as used herein refers to your Visa debit card or ATM card, and
the access device associated with that card.
Additional definitions appear in the specific features and terms for respective
Account types disclosed elsewhere, as amended from time to time.
GENERAL USE OF ACCOUNTS
The Customer agrees that it will use its Accounts in compliance with all applicable
laws and for legal and legitimate purposes only. Without limiting the foregoing,
Customer acknowledges that it is prohibited from using its Accounts (or any other
account with M&T or its affiliates) to process restricted transactions (as defined
in the Unlawful Internet Gambling Enforcement Act) or in any other way that
violates that act or its regulations as may be amended at any time.
DEPOSITS
Any deposit can be made in person at any M&T banking office. After the first
deposit, deposits can be made:
1. By mail;
2. By internal funds transfer, from certain M&T checking, NOW or statement
savings Accounts, trust or investment accounts, or M&T Securities, Inc.
accounts; by transfer of interest from a time deposit; and by disbursement of
commercial loan proceeds;
3. By funds transfer from other banks through payment systems and clearing
houses for which proper arrangements have been made;
4. If the Customer has either an M&T ATM Card, M&T ATM Card for
Business, M&T Debit Card or M&T Business Debit Card tied to the Account,
at any ATM which honors the card; or
5. By any other means permitted by M&T, subject to such terms and conditions
as M&T, in its sole discretion, from time to time, may determine to be
appropriate.
M&T may receive, collect and deposit in the Account all Items drawn, payable or
endorsed to bearer or to or to the order of the Customer or otherwise tendered for
deposit to the credit of the Customer. All such Items shall be deemed to have been
unqualifiedly endorsed by the Customer.
M&T shall not be responsible for verifying the authenticity of or assuring the
proper disposition of the proceeds of any Item, including, but not limited to, any
Item drawn, payable or endorsed to cash, to bearer, to or to the order of any person
signing, drawing, accepting or endorsing the Item or to or to the order of any
officer, employee or other agent of the Customer and any Item tendered for deposit
to the credit of, or in payment of any obligation of, any such person, officer,
employee or other agent.
In processing incoming wire transfers and ACH payments received for deposit
to a Customer’s Account, M&T relies on account number information contained in
the transmitted wire transfer or ACH payment instructions it receives, without
reference to names. Accordingly, if M&T receives a wire transfer or ACH payment
with crediting instructions that do not contain the complete and correct Account
number of a Customer who is the intended beneficiary (i.e., payee) of such wire
transfer or ACH payment, the funds received by M&T will not be processed for
deposit to the Account of such Customer, notwithstanding that the Customer may
be designated by name in the wire transfer or ACH payment instructions as the
intended beneficiary of the funds transfer.
Lockbox, Internet banking, night deposit, zero balance accounts, ACH, sweeps and
other special services require separate agreements with M&T.
GOVERNING DOCUMENTS
The governing documents for each Account include this Agreement, the Deposit
Account Opening Request or signature card for the Account, the applicable
Availability Disclosure, the Notice Regarding Overdrafts (Business Checking
Accounts), M&T’s fees schedules, and the features and terms for the Account.
These documents, as amended and supplemented from time to time, together with
any other agreements and terms relating to the Account or use of the Account (as
amended and supplemented from time to time), including the Electronic Banking
Agreement for Businesses, treasury management services (such as Internet
banking, automated clearing house (“ACH”), funds transfer, zero balance account)
and other agreements with M&T, constitute the complete agreement concerning
each Account (collectively, the “Agreement”). Oral statements by an M&T
employee or any other party are not part of this Agreement.
KINDS OF COMMERCIAL ACCOUNTS
This Agreement contains provisions concerning non-consumer (non-personal):
1. Checking Accounts;
2. NOW Accounts, which are interest-bearing Accounts for which profit-making
entities are not eligible;
3. Savings Accounts (including money market accounts); and
4. Time Deposit Accounts.
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MISSING ENDORSEMENTS
rules) may not be made available until certain monitoring and review procedures
are completed and this may mean that such funds are not made available as quickly
as other ACH transactions.
Deposits to time deposit Accounts begin to earn interest when they are credited
to the Account. Deposits to other interest-bearing Accounts do not begin to earn
interest until they are credited to the Account and would be made available under
the applicable funds availability schedule for the Account (disregarding special
rules for making part of a day’s check deposits available the next business day, for
new accounts, and for exceptions in which availability may be delayed).
All Items received for deposit to the Account that are drawn on an account
maintained at a bank outside of a Federal Reserve District are accepted by us only
on a collection basis. This means that the Account will not be credited for the
amount of any such Item and no funds from such Item shall be made available for
withdrawal until we have actually collected the amount of the Item from the bank
on which it is drawn. We may properly forward any such Item to the bank on which
it is drawn by first class mail or, if agreed to by us, by any other means requested
by the Customer or the bank on which such Item is drawn. We shall have no
liability for any delays in the collection of any such Item and, if the Item forwarded
for collection is drawn on a foreign currency, the Customer assumes all risk of loss
associated with any fluctuation in foreign currency exchange rates that occurs in
the process of collection.
Checks or other Items payable to the order of the Customer may – but need not – be
accepted for deposit without endorsement on behalf of the Customer. M&T may
endorse the Item on behalf of the Customer, but has no obligation to do so.
LIMITATIONS ON DEPOSITS
M&T may for any reason refuse, return or limit the amount of any deposit. M&T
may require that deposits equal at least a specified minimum amount. Note that
unless the Account has an “add-on” feature, funds cannot be added to a time deposit
except at maturity or during a grace period.
INITIAL DEPOSIT AMOUNTS
AND ERROR CORRECTION
When we accept checks, image replacement documents or other negotiable
instruments for deposit, we may provisionally credit your Account for the amount
initially indicated (e.g., the amount shown on your deposit slip, an ATM screen,
receipt, etc.) and later verify the accuracy of that amount, though we reserve the
right not to do so in every case. You must ensure that the amounts initially indicated
are correct, even if you did not prepare the deposit, and notify us of any
discrepancies. If later we determine that the amounts initially indicated for the
deposit are incorrect, we may adjust (debit or credit) your Account. We may make
the adjustment without prior notice to you, and the amount of your deposit
(including any adjustment) will appear on your Account statement. However, if
the error in the initially indicated amount appears to have been inadvertent, is of
an undetermined cause, and is less than our threshold adjustment amount of $10.00,
we reserve the right not to verify the deposit, but if we do not do so, we will give
you the benefit of such discrepancy. This means that if we do not verify such a
discrepancy, you will receive the benefit of the higher of the initially indicated
amount or the aggregate amount of such checks, image replacement documents
and other negotiable instruments deposited by you.
WITHDRAWALS
Withdrawals from your Account can be made in any way we authorize. For
example, depending on the kind of Account, withdrawals may be able to be made:
1. By a check written on your Account;
2. In person at our banking office where your Account is open or, as a general
rule, at any of our other banking offices, by presenting a properly completed
and signed withdrawal form for your Account and, if we issue a passbook for
your Account, the passbook;
3. By automatic transfer of money to any other deposit account with us, to any
loan account with us or to any organization with which proper arrangements
for the transfer exist when the withdrawal is to be made; or
4. At any electronic facility that for the purpose of the withdrawal honors a card
tied to your Account.
As a general rule, subject to such exceptions as M&T, in its sole discretion, may
permit, principal can be withdrawn from a time deposit only at maturity or during
a grace period. Withdrawals will be charged to the Account in any order at the sole
discretion of M&T. We will disclose to you the order we use. We may change this
order at any time and will notify you of changes.
COLLECTION AND CASHING OF
CHECKS AND OTHER ITEMS
With respect to any Item that M&T cashes for a Customer or that is deposited into
the Account or for which we give you credit or payment, the Customer warrants
to M&T that the signatures of the purported drawer and any endorser thereon are
not forged or otherwise unauthorized and that the Item is not a counterfeit. With
respect to any such Item that is a remotely created Item, the Customer warrants to
M&T that the person or entity on whose account such Item is drawn authorized
the issuance of such Item in the amount stated thereon and in accordance with such
other terms as are stated thereon.
M&T may process Items, entries representing electronic funds transfers and other
payments received for credit to the Account through processing entities such as
clearinghouses, Federal Reserve Banks, associations and other entities (each a
“Processing Entity,” and collectively, “Processing Entities”) subject to the rules,
regulations, operating circulars, agreements and procedures of such Processing
Entities (collectively “Processing Rules”). In addition to other circumstances in
which M&T may charge the Account due to the return of an Item, entry or other
payment, if M&T has cashed an Item for the Customer or credited the Account for
an Item, entry or other payment and the applicable Processing Rules allow such
to be returned to M&T, the Customer agrees that M&T may charge the Account
for the amount of the returned Item, entry or other payment.
M&T will charge the Account for any out-of-pocket expenses and charges M&T
incurs in collecting funds and cashing Items as well as for returned Items, entries
or other payments and in connection with any claim against M&T at any time with
respect to a cashed or deposited Item forwarded by M&T for collection or payment.
The Customer agrees to reimburse M&T immediately for uncollected and returned
Items for which the Customer has received payment from M&T on the basis of
provisional credit to M&T’s account at the applicable Federal Reserve Bank or
otherwise. M&T also has the right to reverse any erroneous debit or credit to the
Account.
INFORMATION ABOUT TRANSACTIONS
MADE WITH YOUR DEBIT CARD AND
AUTHORIZATION HOLDS
You authorize us to deduct the total amount of any transaction made using your
debit card (plus related fees) from your Account any time after you make the
transaction. In addition to ATM transactions, you may initiate transactions with
your Visa debit card in several ways, including through networks that may or may
not require the use of a PIN.
Transactions made at ATMs or using your PIN are usually, but not always, fully
processed and deducted from your Account on the business day that you make the
transaction. Transactions authorized without the use of a PIN, such as transactions
processed through the Visa network, usually involve two steps to complete: first,
a merchant’s authorization request and then a subsequent settlement (i.e., payment)
of the transaction. Due to this two-step process, it may take longer for such a
transaction to be sent to us for final settlement than it takes to complete transactions
made using your PIN. Despite the two-step process, we are authorized to promptly
reduce your Account’s available balance for the authorized amount of such
transactions processed through the Visa network as described in the following
sections.
When you make a transaction using a debit card, the merchant may request
authorization for the transaction. Generally, if we authorize or approve the
transaction, we will temporarily reduce the amount of your available balance based
on network rules and the information specified in the merchant’s request for
authorization. We refer to this reduction in account balance as an “Authorization
Hold.” The amount of the actual Debit Item we later receive from the merchant for
settlement (i.e., payment) may be more or less than the amount of the Authorization
Hold specified in the original authorization request. We are entitled to rely upon
the information contained in the merchant’s authorization request and shall have
no liability for doing so, despite any difference between the amount of the
Authorization Hold and the actual amount of the Debit Item.
Although we generally place an Authorization Hold as described above, in
certain circumstances we may elect not to do so. For example, if it appears to us
that a merchant may have made an error (e.g., requesting authorization for the same
transaction twice) we may not place an Authorization Hold because we suspect,
although we cannot know for certain, that the amount of the authorization request
or requests may differ from the amount of the actual Debit Item and we do not
want to hold too large an amount. Although we try to avoid holding too large an
CREDITING OF DEPOSITS
Generally, deposits will be credited to the Account on either the same Business
Day or the next Business Day, depending on when and where the deposit is made.
As a general rule, money deposited in your Account will be credited to your
Account our next Business Day if the deposit is made on a Saturday, Sunday or
federal holiday, or on any other day if the deposit is made after our business day
cutoff time. Our business day cutoff time may vary by location, but is no earlier
than 2 p.m. for deposits made to a branch employee and no earlier than noon for
deposits made at a proprietary automated teller machine. Please ask for specifics
at your branch.
Funds deposited in an Account cannot be withdrawn before they are credited to
the Account and available for withdrawal. To determine when funds from a specific
deposit will become available please refer to M&T’s Availability Disclosure
applicable to your Account. In addition, funds received for deposit into the Account
by means of an international ACH transaction (IAT) (as defined in the NACHA
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amount, there may still be instances in which the Debit Item is never sent for
settlement or the amount of the Debit Item settled is less than the amount we held.
Our objective is to reduce the situations in which an Authorization Hold exceeds
the amount of the actual Debit Item; however, due to the way debit card transactions
are processed, we cannot completely eliminate the possibility that such situations
may arise.
In accordance with network rules, which may change from time to time, we
generally retain each Authorization Hold during the day for up to 3 business days.
However, we remove the Authorization Hold each night while we process Debit
Items, fees and other transactions that are to be paid from your Account. This allows
any available funds that were subject to the Authorization Hold to be used to pay
any Debit Item, fee or other payment from your Account. If the Debit Item that
gave rise to the Authorization Hold is not submitted for payment during that night’s
processing, we reapply the Authorization Hold after we have finished processing
the other debits from your Account. As a result, your available balance throughout
the next day will again be reduced to reflect that the pending debit card transaction
is still outstanding. If the pending debit card transaction that gave rise to the
Authorization Hold is not submitted for payment by the end of the third business
day, the Authorization Hold expires and is not reapplied. Even though the
Authorization Hold has expired, we will pay that transaction from your Account
if it is later sent to us for payment.
While it is in effect, an Authorization Hold reduces the available balance in your
Account. However, it does not reserve funds to be used exclusively to pay the
particular debit card transaction when the merchant actually sends it for settlement.
In some cases, funds that were subject to an Authorization Hold may be used to pay
other Debit Items or fees. In addition, in certain cases, an Authorization Hold may
exceed the amount of available funds in your Account (i.e., we may authorize the
transaction when you do not have sufficient available funds in your Account). In this
case, the Authorization Hold will reduce your available balance to a negative amount
or increase an already negative balance to a larger negative amount. Note, however,
we do not charge a fee for an Authorization Hold that reduces your balance to a
negative amount or further reduces a negative balance. Insufficient funds or overdraft
fees are assessed only when transactions are actually submitted for settlement.
We generally determine whether to approve or authorize transactions from your
Account based on the available funds in your Account (plus any funds available
under an overdraft arrangement). While funds in your Account are subject to an
Authorization Hold, those funds are not available to approve or authorize other
Debit Items. For example, we will not consider funds subject to an Authorization
Hold as available when considering whether to allow you to initiate additional
transactions of which we are aware, such as transfers and bill payments made
through our online systems, M&T’s Telephone Banking Center, or your ATM or
debit card or withdrawals at a branch. However, as noted above, these funds will
be made available to pay Debit Items, fees and other transactions that are processed
for payment from your Account at the end of each business day.
not obligated to) require proof of identity and authority satisfactory to M&T from
any person requesting a withdrawal from the Account, and may (but is not obligated
to) require proof satisfactory to M&T of the authenticity of any signature on any
check written on the Account or any withdrawal form or payment order.
Any Authorized Signer may act on behalf of the Customer and do all such acts
and other things as he or she shall deem proper in connection with any Account,
including, but not limited to, issuing or cancelling any stop payment order with
respect to any Debit Item and executing and delivering any indemnity or other
agreement with respect to any Account, Debit Item or stop payment order or other
service as may be required by M&T.
Any Authorized Signer (or general partner if the Customer is a partnership)
may on behalf of the Customer transact with and through M&T all such business
pertaining to the Customer’s Account as he or she deems advisable upon such terms
as he or she deems proper, including, but not limited to, contracting with M&T for
electronic funds transfer, automated clearing house payment, treasury management
and other services, and, in connection with any such transaction of business, do all
such acts or other things as he or she shall deem proper, including, but not limited
to, signing, drawing, accepting, executing and delivering Items, Debit Items,
guaranties, assignments, pledges, hypothecations, receipts, waivers, releases and
other instruments, agreements and documents, making and receiving delivery of
Property, accepting, receiving, withdrawing and waiving demands and notices,
and incurring and paying liabilities, costs and expenses.
In the event an Authorized Signer acting on behalf of the Customer shall apply
to or contract with M&T for any electronic funds transfer service that M&T may
make available to the Customer, including, but not limited to, any service that
contemplates M&T’s execution of payment orders initiated by the Customer for
the wire or ACH transfer of funds to or from an Account of the Customer, such
Authorized Signer shall be empowered on behalf of the Customer to designate one
or more persons (who may, but need not be, Authorized Signers), each of whom,
acting alone, shall be authorized on behalf of the Customer to transmit payment
orders to M&T for the transfer of funds to or from the Customer’s Account, and
M&T shall be entitled to treat each such payment order transmitted by any such
designated individual as the Customer’s authorized payment order.
Each person identified as an Authorized Signer, and each person or persons
designated by an Authorized Signer to act on behalf of the Customer (who may,
but need not be, Authorized Signers), shall have the power and authority to transact
business and bind the Customer through electronic medium (e.g., the Internet) and
M&T may rely on any of the following to the same extent as the actual signature
and proof of identity of each such person to bind the Customer: any electronic
signature or digital signature, under applicable law, of such person; any identifier
issued by M&T, its affiliates or any other party (e.g., Personal Identification
Number associated with an ATM card or other card or any access device) to such
person; or any other criteria that M&T may reasonably rely on which may serve as
an indicator of authentication for such person.
M&T may rely upon any oral (including, but not limited to, telephonic), written
(including, but not limited to, telegraphed, telexed, e-mailed or otherwise transmitted
electronically or telephonically) or other request that M&T in good faith believes to
be valid and to have been made by or on behalf of the Customer by an Authorized
Signer, unless the Customer has delivered specific instructions to the contrary to
M&T and M&T has had a reasonable time to react to such instructions.
All actions taken by M&T with respect to any of the Customer’s Accounts,
obligations to M&T arising therefrom, any Debit Item or Item drawn on or
deposited to any Account and all transactions and agreements pertaining to the
Account, or to services provided by M&T in connection therewith, are hereby
ratified, approved and confirmed in all respects.
The Customer will indemnify and hold harmless M&T and its directors, officers,
agents and employees against any costs, claims, liabilities, losses, damages and
expenses whatsoever, including attorneys’ fees and disbursements, incurred in
connection with M&T’s execution of the Customer’s instructions purportedly
conveyed by an Authorized Signer except with respect to gross negligence or willful
misconduct of M&T.
AUTHORIZED SIGNATURES
AND IDENTIFICATION
M&T is hereby designated a depository of the Customer. The Authorized Signers for
each Account will be those specified on the signature card, Deposit Account Opening
Request form, or other applicable document we accept. If the Customer is a
corporation, signers must be authorized by resolutions duly adopted by the Customer’s
Board of Directors (or by by-law or similar authority) and certified by the corporate
secretary.
Partnerships, limited partnerships, limited liability companies, trusts, estates
and other entities must provide copies of their governing instruments and other
documents as M&T may require. Assumed name certificates must be presented by
sole proprietors, general partnerships, and corporations where applicable. Specimen
signatures will be required and other documents may be necessary as well.
M&T may purchase, give credit for, cash, accept, certify and pay from funds
on deposit in the Account, without inquiry, all Items signed, drawn, accepted or
endorsed on behalf of the Customer, whether under a title, the words “Authorized
Signature” or otherwise, with the purported actual or facsimile signature or other mark
agreed upon with M&T or used by you (collectively “signatures”) of any of the
authorized signers designated by the Customer on a signature card, Deposit Account
Opening Request or other document delivered to and accepted by M&T (each an
“Authorized Signer”), regardless of the circumstances under which the signature
shall have become affixed, if it resembles any actual or facsimile signature
previously certified to M&T. The Customer shall indemnify M&T against all
claims, damages, losses, liabilities, costs and expenses (including, but not limited
to, attorneys’ fees and disbursements) incurred by M&T in connection with
honoring any purported signature of any Authorized Signer or any refusal to honor
the signature of any person who is not an Authorized Signer. M&T can rely on
such authorization until it is revoked and until M&T has received and has had a
reasonable time to act on a written notice of the revocation.
Presentation of Account-opening documents on behalf of the Customer
constitutes a representation and warranty that the Customer has full power, authority
and capacity to enter into this Agreement and that doing so is pursuant to the
Customer’s legitimate purposes. For the Customer’s protection, M&T may (but is
TELEPHONE INSTRUCTIONS
Without limiting any other provisions hereof, unless the Customer expressly directs
otherwise in writing, M&T at its option may accept telephone instructions it
reasonably believes to have been delivered by any Authorized Signer for the
Customer for any purpose, including but not limited to: (a) to pay or stop payment
on any Item, subject to M&T’s stop payment rules, (b) to disclose information
concerning the Account, or (c) to make transfers to or from or among the
Customer’s M&T accounts, to make loan payments, to invest in time deposits or
other vehicles for the Customer’s account through M&T or its affiliates or cooperating
vendors, or to or for the Customer’s account at other financial institutions or at brokers
or securities firms. M&T will use ordinary care in executing such instructions and shall
have no duty of extraordinary care, including by way of example and not limitation,
no duty of notice to the Customer other than its usual statements. M&T may but shall
have no duty to require written confirmation or other security measures with respect
to telephone instructions.
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If the Customer elects to deliver telephone instructions without M&T’s standard
commercial funds transfer agreement and security procedures, the Customer thereby
waives its protection and stipulates that any security procedures used constitute
commercially reasonable security procedures. THE CUSTOMER IS
HEREBY NOTIFIED THAT UNDER ARTICLE 4A OF THE UNIFORM
COMMERCIAL CODE, BANKS EXECUTING FUNDS TRANSFERS
ARE ENTITLED TO RELY ON ACCOUNT NUMBERS AND BANK
NUMBERS WITHOUT REFERENCE TO ACCOUNT TITLES AND BANK
NAMES and banks have no duty to discover discrepancies. M&T will not be
responsible if the Customer’s error in funds transfer instructions results in a loss.
commercially reasonable security devices and controls to prevent forgery and other
issuance of unauthorized Items, Debit Items, payment orders and other transactions
against its Accounts with M&T. The Customer agrees to notify M&T promptly if
the Customer knows or has reason to suspect unauthorized Items, Debit Items,
payment orders, or other transactions have been issued against an Account.
NOTICE OF SUSPECTED ERRORS
In order to claim reimbursement from M&T for an error, omission or unauthorized
transaction relating to an Item or Debit Item with respect to the Customer’s Account
(collectively referred to as “Error”), the Customer must notify M&T in writing of
the Error.
If the Customer suspects that the Error relates to an Item bearing a forged
endorsement, M&T must receive written notice within 90 days after M&T sends
or otherwise delivers the relevant account statement or advice on which the
Customer discovered, or should have discovered, the Error. In the case of all other
Errors, whether relating to an Item or Debit Item, M&T must receive written notice
within 14 days after M&T sends or otherwise delivers the relevant account
statement or advice on which the Customer discovered, or should have discovered,
the Error. For purposes of this section, we will be deemed to have delivered a
statement or advice as provided in the section of this agreement entitled
STATEMENTS, NOTICES, ADVICES AND CHANGES OF ADDRESS or, if
you have a type of account for which we do not make statements available, we shall
be deemed to have delivered a statement or advice on the date that we notify you
in any way of the activity in your Account relating to the disputed matter or you
otherwise become aware of the disputed matter.
M&T shall not be liable for any consequential, incidental, indirect, or punitive
damages relating to any Error. In the event of an Error, M&T’s sole obligation shall
be to pay or refund to the Customer the amount of the Item or Debit Item.
If the Customer provides timely written notice to M&T of an Error, M&T will
investigate the Customer’s claim. The Customer agrees that M&T will have a
reasonable amount of time to investigate the claim and further agrees that a
reasonable period of time shall be at least sixty (60) days, but may be longer,
depending on the circumstances. The Customer agrees that M&T has no obligation
to reimburse the Customer for the amount of the Error unless, until and to the extent
that M&T either: (1) recovers the amount of the Error from another party; or (2)
determines the Customer’s claim to be valid.
If the Customer fails to provide timely written notice to M&T of an Error, M&T
shall have no obligation to reimburse the Customer for, or have any liability with
respect to, any loss related to such Error.
If the Customer fails to provide timely written notice to M&T of an Error relating
to an Item that was altered or bears an unauthorized signature or forged
endorsement or any type of unauthorized or altered Debit Item, M&T will have
no obligation to reimburse the Customer for losses involving subsequent Items
bearing alterations, unauthorized signatures or forged endorsements by the same
person(s) or Debit Items initiated or altered by the same person(s).
Notwithstanding any other provision hereof, the Customer agrees that if it
recovers any amount attributable to an Error from any other party or parties, it shall
immediately notify M&T and (i) any obligation M&T may have to reimburse the
Customer for such Error shall be reduced by the amount that the Customer
recovered from such third party or parties or (ii) if M&T has already reimbursed
the Customer, the Customer will repay the amount recovered from such third party
or parties to M&T.
M&T shall be subrogated to any claims or rights of the Customer as against any
person with respect to any amounts paid by M&T in connection with any Error.
The Customer agrees to provide M&T with its full cooperation in connection with
M&T’s assertion of any such claims or rights.
Any action brought by the Customer against M&T regarding an Error, whether
directly or as a cross claim or defense, must be commenced within one year after
M&T mailed or otherwise delivered the relevant statement or advice, even if notice
has been provided to M&T as required in this provision.
Notwithstanding any other provision hereof, in the event that M&T refunds or
otherwise reimburses the Customer for any Error, M&T shall have the right to
reverse such refund or otherwise recover such sums from the Customer in the event
that M&T determines the Customer is not entitled to such amount.
PREAUTHORIZED AND
AUTOMATIC TRANSFERS
M&T provides several services by means of which the Customer can authorize
repetitive automatic and quasi-automatic funds transfers to or from the Customer’s
Account at M&T, among other things:
1. To or from another account of the Customer;
2. To any M&T loan account; or
3. To or from the account of an individual or another entity (such as an employee
of Customer, a taxing authority, payroll service or insurance company);
provided that the Customer has executed and delivered any agreements M&T may
require, for example, M&T’s form of funds transfer agreement and recurring
payments templates, or M&T’s Automated Clearing House (“ACH”) payments
agreement, and entered into any other appropriate agreements with other parties
(such as ACH authorizations).
ACH credits and debits will be recorded on the Customer’s regular periodic
statement, rather than by special confirmations.
For further information, the Customer should contact M&T Treasury
Management representatives.
ACH PAYMENTS PROVISIONAL
Preauthorized electronic funds transfers sent or received through the ACH system
are subject to the Rules of the National Automated Clearing House Association
(the “ACH Rules”) as well as applicable state and federal laws. Because ACH files
are prepared for transmission in batches in advance, each ACH payment is
provisional until each financial institution involved in executing the transaction
has received final payment for the ACH payment. If in fact on the actual payment
date the Customer’s Account lacks sufficient available funds to cover an ACH debit
authorized by the Customer, the ACH transaction may be reversed. In such a case,
the Customer’s debt to its creditor would remain unpaid. M&T would not be
responsible for late charges or other penalties that might result.
Payment is also provisional if the Customer is the receiver of an ACH credit
from a debtor’s account at another bank. If on the actual payment date the debtor’s
deposit account lacks sufficient funds, the banks will reverse the credits posted
earlier in the day. The debt would remain due and payable but the Customer would
have to collect it directly from the debtor, not through M&T.
NOTICE OF CHANGES
The Customer will notify M&T promptly of any change in its existence, ownership,
organizational structure, Authorized Signers or address; and if the Customer should
dissolve or cease to exist or be active, or if the authority of any Authorized Signer should
be terminated by succession of office or otherwise, M&T may rely upon and act in
accordance with the preceding authorization until it shall have received and had a
reasonable time to act on written notice to the contrary from an authorized
representative of the Customer.
INDEMNITY OF BANK AS ESCROWEE
Other parties to contractual escrows and similar agreements naming M&T as escrow
agent for the Account hereby appoint M&T as escrow agent and agree to hold harmless
and indemnify M&T and each of its officers, directors, employees and other agents
against any and all damages, liabilities, losses, claims, costs and expenses including
actual attorneys’ fees and disbursements incurred in any action M&T takes or does not
take in reliance on this appointment.
FIDUCIARIES
STANDARD OF CARE
If the Authorized Signer is acting as trustee or executor for a Customer which is a
trust or estate or in a similar fiduciary capacity, the Authorized Signer certifies, by
opening the Account, that no provision of this Agreement will violate any law, any
provision of the instrument governing the Customer, or any agreement by which the
Customer or any of its assets is bound; and that he or she is authorized by statute or
the governing instrument of the Customer to authorize on the Customer’s behalf all
actions contemplated by this Agreement, unless the Customer and M&T have
entered into a written agreement which expressly provides otherwise.
M&T strongly recommends that the Customer use M&T’s positive pay and other
services designed to help identify and/or prevent unauthorized access and
transactions with respect to accounts. If the Customer does not use M&T’s positive
pay or other services, M&T will not be liable for any losses that may have been
avoided by using such services.
The Customer acknowledges that modern check processing is automated and
agrees that M&T’s duty of ordinary care in check processing shall have been
satisfied if M&T has regular routine procedures for identifying unauthorized check
transactions (which may, but need not, include procedures for verifying check
signatures) and M&T follows those procedures. The Customer agrees that M&T
will not have failed to exercise ordinary care in paying a check drawn on the
Customer’s Account solely because M&T’s procedures do not provide for a sight-
CUSTOMER SECURITY
The Customer acknowledges that it has sole control of the checkbooks, electronic
banking cards (if any), printed checks, access devices, security codes, etc. issued
for its use for the Account and that the Customer is responsible for maintaining
23
B
ORDER IN WHICH WE POST AND PAY DEBIT
ITEMS FOR CHECKING, NOW, SAVINGS
(OTHER THAN PASSBOOK SAVINGS),
AND MONEY MARKET ACCOUNTS
review of checks drawn on M&T deposit customers’ accounts, or provide for such
a sight-review in the case of checks above an established threshold amount or on
a sample basis. The Customer further recognizes that automated check processing
procedures rely primarily on information encoded onto each check in magnetic
ink and agrees that, in paying any check drawn on the Customer’s Account, M&T
may properly disregard all information on the check (including any legend or
language written on the check that restricts or imposes conditions on its payment)
other than the identity of the drawee bank, the amount of the check and any other
information encoded onto the check in magnetic ink according to generally
accepted banking standards, whether or not that information is consistent with
other information included on the check.
The Customer acknowledges that M&T cannot accept responsibility for
verifying multiple signatures or other nonstandard requirements which would entail
manual processing of the Customer’s checks. Accordingly, the Customer agrees
that if more than one person has been designated as an Authorized Signer on the
Account, any check drawn on such Account that bears the signature of any one
Authorized Signer shall be the authorized check of the Customer, notwithstanding
anything in writing to the contrary that may be stated on the face of the check, or
on the Deposit Account Opening Request or signature card for the Account or in
any other document provided to M&T by the Customer, and the Customer
acknowledges that no officer, employee, representative or other agent of M&T has
the authority on behalf of M&T to vary the terms herein provided.
M&T may properly refuse to pay any Item drawn on the Account that is
presented to M&T for payment, if, at the time of presentment, M&T performs a
review of the Item and is unable to read or distinguish any information contained
on the Item necessary to determine the amount for which the Item is written or
whether the Item is the authorized Item of the Customer, or if M&T, in its sole
judgment, has reason to doubt the Item’s authenticity. The Customer agrees that
M&T’s return without payment of any such Item shall not constitute a wrongful
dishonor of the Item by M&T and that M&T shall have no liability to the Customer
on account thereof.
What is “Posting”?
When we speak of posting transactions, we are referring to the process of recording
against your Account transactions received for payment from or credit to your
Account. This is different from temporary holds that may be placed on your
Account for certain pending transactions that have not yet been submitted for actual
payment. For example, as soon as we are made aware that a transaction may be
made to your Account, we may place a hold on your Account or a place a temporary
credit on your Account in the case of a deposit. As a result, you may see a
temporary hold or credit on your Account that has not yet been posted. These
pending debits and credits may be actually posted to your Account on that business
day or on a future date depending on the nature of the transaction.
Overview of Posting Order
The order in which transactions are posted and paid from your Account is important
if there is not enough money in your Account to pay all of the transactions that are
received for payment. The order can affect the number of transactions that overdraw
your Account or that are returned unpaid and the amount of fees you may have to
pay. To help you manage your Account, we are providing you with information
describing how we process transactions in your Account.
Transactions can be posted to your Account in two different ways – in “real
time” or in “batch” at the end of the day. Transactions such as transfers made
through M&T Online Banking for Business, certain telephone transfers made
through one of our Telephone Banking Service Representatives, and certain reversal
transactions (e.g., certain reversals of a prior credit or debit posted to your Account)
are posted to your Account in real time during the business day as they are made.
Other transactions are posted to your Account in batch at the end of each business
day. The order we use for posting these transactions in batch each night is described
in the following section.
Posting in Batch at the End of the Business Day
We begin the batch posting of transactions to your Account by posting credits
(other than interest, which is credited at the end of batch) to your Account and
reversals and adjustments for transactions from prior business days that have not
already posted in real time. Next, we post Debit Items received for payment from
your Account on a given business day. We post these Debit Items in a particular
order within groups based on the type of Debit Item. Within each group, we apply
a unique methodology based on the type of Debit Item. For instance, debit card
transactions will post based on when our records indicate the transaction was made,
but checks will post based on the check number, if available. When we do not have
a record of when a transaction happened or we don’t have a check serial number,
we post those Debit Items by dollar amount in ascending order (that is, lowest
dollar amount items first) within the group noted for that type of Debit Item. The
chart below details the types of transactions in each group and the order used for
the Debit Items within each group.
CHARGING OF WITHDRAWALS
Generally, withdrawals will be charged against the Account on either the same
Business Day or the next Business Day, depending on when and where the
withdrawal is made. As a general rule, money withdrawn from your Account will
be charged against your Account our next Business Day if the withdrawal is made
on a Saturday, Sunday or federal holiday, or on any other day if the withdrawal is
made after our business day cutoff time. Funds withdrawn from time deposits will
cease to earn interest immediately. Funds withdrawn from other interest bearing
Accounts may continue to earn interest until the withdrawal is charged against the
Account.
24
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Group
Order:
Type of Debit Item in each group:
How order is determined:
1
The following types of transactions for which our records include a date
and time designation:
• ATM and Debit Card transactions, including purchases;
• Branch Transactions performed over the counter at an M&T branch,
including withdrawals and transfers;
• Checks Cashed at an M&T branch; and
• Wire Transfers to accounts of other parties.
Chronologically based on the date and time that our records indicate the
transaction was initiated or authorized
Note: If two transactions have the same date and time, we will post the
smaller dollar amount transaction first. If we do not have a date/time
for transactions, we will post these transactions in Group 2.
2
The following types of transactions for which our records do NOT
include a date and time designation:
• ACH Settlement Debits (i.e., debits to fund ACH transactions that
you or your service provider previously scheduled to be made from
your account under your ACH origination service with us);
• Any transactions from Group 1 above that do not have date and time
designation for any reason; and
• Transfers between your M&T accounts initiated through Web Info,
Web InfoPLU$, or WebINFOCU$
Note: Includes transfers between deposit accounts and payments
to M&T loans. This does not include transactions that are posted
during the day in real time, such as those initiated through
M&T Online Banking for Business.
Ascending by Dollar Amount (smallest to largest)
3
M&T Online Banking for Business Bill Pay transactions
Ascending by Dollar Amount (smallest to largest)
4
ACH Debits and other miscellaneous debits
Note: Does not include checks you wrote that are converted into ACH
transactions. (see Group 5 for these transactions)
Ascending by Dollar Amount (smallest to largest)
5
Checks (other than those cashed at M&T branches)
Note: Includes checks that are electronically processed as images or
through the ACH network. Checks cashed at an M&T branch are
included in Group 1 above.
Check Number Order
Note: If checks are not numbered, we will post these checks in ascending
dollar amount (smallest to largest) after we post numbered checks.
6
Fees and Service Charges
Ascending by Dollar Amount (smallest to largest)
POSTING ORDER FOR TIME DEPOSIT
AND PASSBOOK ACCOUNTS
BANK’S RIGHT OF SETOFF
If the Customer or a borrower whose debts are guaranteed by the Customer defaults
in any way on any present or future indebtedness to M&T (or its affiliates), whether
direct or contingent, M&T (or its affiliates) may offset against each Account held
by the Customer in any capacity, and apply the funds to pay both the defaulted
indebtedness and any or all related indebtedness and other obligations owed or
guaranteed by the Customer to M&T (or its affiliates), in any order, and whether or
not the other indebtedness or obligations are then due. M&T (or any of its affiliates)
may exercise its right of setoff even if:
1. The funds were deposited in the Account by a third party or consist of interest
earned by funds deposited by a third party;
2. The Customer is not the sole obligor on the indebtedness but the Account is
in the Customer’s name only; or
3. The Account is held jointly with a third party that is not obligated on the
indebtedness to which the funds are applied.
M&T (and its affiliates) will not be liable for any consequential or special
damages if M&T’s (or its affiliate’s) exercise of its right of setoff depletes the
Account so that Debit Items or requests for withdrawal presented subsequently
cannot be honored.
After posting credits to your Account and reversals and adjustments for transactions
from prior days, we post (that is, process for payment and record against your
Account) Debit Items received for payment from your Account on a given business
day. We post these Debit Items based on dollar amount in low to high dollar order
(that is, in ascending dollar amount from the smallest to the largest).
OVERDRAFTS
Unless pursuant to an overdraft financing agreement or other overdraft arrangement
with M&T, the Customer is not entitled to withdraw funds in excess of the
Available Balance. Available Balance is defined in the applicable Availability
Disclosure for Commercial Deposit Accounts, which will be amended from time
to time. If one or more Debit Items presented against, or processed by M&T for
payment from, the Account exceed the Available Balance in the Account (and in
any other deposit account linked to it as part of an overdraft arrangement), or the
maximum amount of a line of credit extended in connection with the Account,
M&T may, at its sole discretion, pay or refuse to pay any or all of such Debit Items.
M&T may pay any Debit Item that overdraws the Account, without regard to
whether M&T’s payment of the Debit Item causes the Account to be overdrawn
or increases the amount of an existing overdraft on the Account, and
notwithstanding that M&T’s decision to pay a Debit Item may cause there to be
insufficient available funds to pay other Debit Items drawn on or chargeable to the
Account that could have been paid had M&T not paid the Debit Item that created
the overdraft. M&T’s payment on any occasion of any Debit Item that overdraws
the Account will not obligate M&T to pay on such occasion, or any other occasion,
any other Debit Item that overdraws or would overdraw the Account. M&T is
entitled to debit the Account for any applicable insufficient funds or overdraft fees,
whether or not the Debit Item that overdraws the Account is paid. If the Customer
does obtain cash or if Debit Items are paid in excess of the Available Balance, the
Customer agrees to reimburse M&T immediately without formal demand. Interest
also accrues on each overdraft paid, at the Negative Available Balance Rate as
announced from time to time, unless the Customer’s financing agreement with
M&T specifies a different rate. Interest accrues from the date the overdraft is
extended by M&T until M&T receives actual payment in full from the Customer,
including all overdraft fees and any charges and fees imposed by other banks with
respect to each Debit Item so paid.
POWER OF ATTORNEY
M&T has no obligation to accept or rely on a power of attorney purportedly granted
by an Authorized Signer for Customer or any other entity. Generally, M&T will rely
on a power of attorney purportedly granted by an Authorized Signer for an entity
only under extraordinary circumstances. The Customer is urged to make all
necessary arrangements in advance so as to conduct its banking business in
accordance with applicable corporate, partnership, trust and estate or other law.
LIABILITIES AND EXPENSES
The Customer must pay any and all liabilities, damages, claims, losses, costs and
expenses of any kind or description which M&T incurs in connection with the
Customer’s Account, including without limitation collection costs and attorneys’ fees
and disbursements to defend or enforce any of M&T’s rights or remedies or for any
other legal service.
25
B
SERVICES FEES AND
NEGATIVE AVAILABLE BALANCE FEES
agreed upon by the parties; and (iii) if M&T agrees to provide notice of payment
orders received or executed by M&T with respect to the Account by any means
other than in periodic statements, Customer will pay M&T the fee for such notice
as specified in the applicable fee schedule for the Account.
M&T may charge the Customer’s Account for the full amount of each applicable
services fee and each Negative Available Balance Fee when incurred. M&T will not
be liable if as a result of such fees, the Available Balance of the Account is insufficient
to pay checks or other Debit Items subsequently presented for payment from the
Account.
M&T can increase existing Negative Available Balance Rates and fees or
establish new ones at any time by notice posted in M&T banking offices or mailed
or otherwise delivered or made available to the Customer. M&T need not give
notice of waived or decreased or eliminated fees. Specific rates and fees are
disclosed in the Customer’s Account statements and in separate schedules and forms
and will be amended from time to time.
M&T may charge the Customer’s Account for the full amount of any monthly
fees for any month or partial month that the Account is open. If any such fee may
be avoided by maintaining a minimum or average daily balance during the month,
M&T will determine whether such requirement has been satisfied based on the
days that the Account is open during the month, excluding the day on which the
Account is closed.
If the Customer maintains an Account for the purpose of holding funds
belonging to another party which Account is subject to a state (or other
governmental) law, regulation, rule or guideline (e.g., an Interest On Lawyers
Account (IOLA), Interest On Lawyers Trust Account (IOLTA) or Maryland
Affordable Housing Trust Account (MAHT) or similar type of account), the
Customer agrees that (i) the Customer is responsible for the payment of all M&T
service charges associated with the Account including those charges that M&T
for any reason does not, or is prohibited from debiting to the Account, offsetting
from interest earned on such Account or otherwise collecting from such Account,
and (ii) M&T may collect any such charges by debiting the amount thereof to any
other Account or Accounts that the Customer may maintain with M&T from time
to time, including, but not limited to, any operating account, or by invoicing the
Customer for all or any part of such charges.
ABANDONED ACCOUNTS
Most, if not all, states as well as certain other jurisdictions (which include Puerto
Rico, the Virgin Islands and the District of Columbia) have unclaimed property laws
which declare deposit accounts maintained with a bank to be abandoned after a
prescribed period of inactivity. As a general rule, for escheatment purposes, a
Customer’s Account, regardless of the location of the M&T banking office at which
it is established or maintained, is subject to the abandoned property law of the state
or other jurisdiction of the Customer’s last known address, as reflected by the books
and records of M&T, and will be turned over to such state or jurisdiction after the
lapse of the period of inactivity leading to abandonment under such state’s or other
jurisdiction’s abandoned property law. If such state or other jurisdiction does not
have a law that provides for the escheatment of the Customer’s Account to that state
or other jurisdiction, or, if the Customer’s last known address cannot be determined
from the books and records of M&T, the Customer’s Account is subject to
escheatment to New York State (as the state of M&T’s corporate domicile), in
accordance with New York State’s abandoned property law.
The prescribed period of inactivity leading to abandonment of the Customer’s
Account varies from state to state. As a general rule, the prescribed period of
inactivity under applicable law with respect to time deposits is deemed to begin
on the first maturity date of the Account, without regard to whether or not the
Account is subject to automatic renewal.
A state’s or other jurisdiction’s abandoned property laws, where applicable to
the Customer’s Account, include rules that permit M&T to recognize certain
Account activity and Customer contact with M&T to prevent escheatment.
Generally, any withdrawal from an Account or written response by the Customer
to M&T’s notices will prevent escheatment of the Account.
A written notice of pending escheatment will be sent to each owner of each
Account at the most recent address in M&T’s records concerning the Account.
If the Customer’s Account becomes inactive, to the extent permitted by
applicable law, M&T may charge the Customer’s Account for (i) an allocated share
of such advertising expenses that M&T may incur in connection with the
publication of any notice that the Account will be turned over to a state or other
governmental authority as abandoned property, (ii) the postal cost of any notice
that M&T is required to send to the Customer by registered or certified mail, return
receipt requested, or by any other means of delivery, to inform the Customer that
the Account will be turned over to a state or other governmental authority as
abandoned property, and (iii) such other amount as shall reimburse M&T for the
handling and processing cost associated with the turnover of the Account to a state
or other governmental authority as abandoned property.
CLOSING ACCOUNTS
M&T may close any checking, NOW or savings (including money market)
Account at any time for any reason. M&T may close time deposit Accounts at any
time for any reason:
1. On or after the final maturity date of the Account;
2. At any time if the Ledger Balance falls below the minimum balance required
for Accounts of the same type, whether during the initial Term or an
automatic renewal period.
3. At any time during the initial term or any renewal term of your Account so
long as we pay you all money on deposit in the Account at the time of its
closing plus all interest that money would have earned had it remained on
deposit in your Account until its next maturity date.
If M&T closes an Account, M&T will notify the Customer and forward a check
for the balance remaining after deduction of all applicable fees. After an Account
is closed, M&T will not be liable for rejecting deposits or withdrawal orders.
AMENDMENTS
Changes in the terms and conditions affecting M&T Accounts, this Agreement
and related documents, may be made by M&T at any time, with notice as required
by law. Any such change shall be effective as of the date designated by M&T or, in
the case of an adverse change impacting an automatically renewable time deposit
account, upon the first renewal of such time deposit account following the designated
effective date of the change.
STATEMENTS, NOTICES, ADVICES
AND CHANGES OF ADDRESS
Statements, notices and advices will be deemed received three days after M&T
delivers such statements, notices or advices. M&T shall be considered to have
delivered a statement, notice or advice when M&T: (i) deposits such statement,
notice or advice in the regular U.S. mail directed to Customer’s most recent mailing
address shown on M&T’s records for the Account, even if such statement, notice
or advice is returned undeliverable; (ii) delivers such statement, notice or advice
to Customer according to Customer’s instruction, whether electronically, to an
agent or otherwise, even if such statement, notice or advice is returned
undeliverable; or (iii) makes such statement, notice or advice available to Customer
for electronic or physical retrieval according to Customer’s instructions, even if
Customer does not retrieve such statement, notice or advice. Customer should
advise M&T as soon as Customer knows of a change in address or other delivery
information and of any failure to receive a statement, notice or advice. Customer
may also subscribe to additional treasury management services providing alternate
forms and frequency of balance or account information. Notices to M&T must be
in writing and are effective when actually received by Customer’s account officer
at M&T.
Customer understands that certain laws and rules require banks to provide notice
to their customers within specified time periods after the banks receive certain
types of incoming payment orders (e.g., certain ACH and wire transfers) unless
the banks and their customers agree otherwise. Notwithstanding any such law or
rule, Customer agrees that: (i) M&T has no obligation to notify Customer that it
received or executed a payment order with respect to the Account except as
provided herein; (ii) M&T will notify Customer that it received or executed such
a payment order only in the periodic statements for the Account or as otherwise
NONWAIVER BY BANK
All rights and remedies of M&T are cumulative, and no right or remedy shall be
exclusive of any other right or remedy. No single, partial or delayed exercise by M&T
of any right or remedy shall preclude full and timely exercise by M&T at any time of
any right or remedy of M&T without notice or demand, at M&T’s sole option. No
course of dealing or other conduct, no oral agreement or representation made by M&T
or usage of trade shall operate as a waiver of any right or remedy of M&T. No waiver
of any right or remedy of M&T shall be effective unless made specifically in writing
by M&T.
WAIVER OF RIGHTS
The Customer waives any rights to notice, presentment, protest and notice of protest
it may have in connection with claims against the Customer’s Account. In the event
that any action relating to the Account or this Agreement should be maintained in
any court (i.e., any matter other than a dispute covered by the arbitration provisions
contained in this agreement), M&T and Customer each waive any right to jury
trial.
ASSIGNMENT OF ACCOUNT
M&T will not be able to honor any assignment of the Customer’s rights in its Account
until an M&T officer has received the assignment document purportedly executed
on behalf of the Customer together with any other documents, acknowledgments,
and agreements required by M&T, each in a form satisfactory to M&T in its sole
26
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SUCCESSORS AND ASSIGNS
discretion. M&T has no obligation to verify the authenticity of the assignment but is
entitled to conduct any further due diligence inquiries to satisfy itself that the
assignment appears to be valid.
This Agreement shall be binding on and inure to the benefit of both parties and
their successors and assigns.
JOINT ACCOUNTS
LEGAL PROCEEDINGS AND DISPUTES
1. Joint commercial deposit Accounts include a right of survivorship. If an
individual who is joint owner of an Account dies, M&T is not obligated to
permit any withdrawal from the Account until M&T has received all documents
required by applicable law as understood by M&T in its sole discretion. A sole
proprietor is an individual for such purposes. M&T may treat the funds as
belonging to the surviving owners of the Account.
2. Unless M&T has received and had a reasonable time to act on written notice
to the contrary, any Authorized Signer of any owner is entitled to order
deposits and withdrawals from the Account, even if the respective owner has
made no deposits to the Account, unless the Customers have a special
Account agreement with M&T providing otherwise.
3. Each joint owner is the agent of each other owner. An Authorized Signer for
one owner alone can endorse any check or other Item payable or endorsed to
or to the order of any owner, unless the Customers have a special Account
agreement with M&T providing otherwise.
4. All owners will be jointly and severally liable in connection with the Account
and this Agreement. M&T may sue any owner whether or not M&T sues the
other owners.
5. M&T may but is not obligated to require confirmation from other owners of
any transaction requested by one owner.
6. M&T may but is not obligated to require that automatic or recurring payments be
authorized by all owners of the Account. M&T may allow any owner acting alone
to cancel a payment, and M&T has no obligation to notify the remaining owners
of the cancellation.
7. M&T may but is not obligated to require that an assignment of the rights of
one owner of a joint Account be signed on behalf of all owners of the
Account.
8. If M&T closes the Account, M&T can deliver a check for the balance
remaining after deduction of all outstanding fees and charges to any owner,
on behalf of all owners of the Account.
9. M&T may deliver statements and notices concerning the Account to any
owner, and each notice will be effective for all owners of the Account.
If the Account becomes involved in any legal proceeding (including any arbitration
proceeding between the Customer and M&T), M&T may, in its discretion and
without liability, restrict or permit deposits into and withdrawals from the Account.
DISPUTES INVOLVING YOUR ACCOUNT
IT IS IMPORTANT THAT THE CUSTOMER READ THIS ENTIRE SECTION
VERY CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF
DISPUTES INVOLVING THE ACCOUNT THROUGH FINAL AND BINDING
ARBITRATION BEFORE ONE NEUTRAL ARBITRATOR INSTEAD OF IN A
COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.
1. Conditions Precedent to Arbitration. Before the Customer takes a dispute
or controversy to arbitration, the Customer must first contact M&T about the
dispute or controversy and give M&T an opportunity to resolve it. Similarly,
before M&T takes a dispute or controversy to arbitration, M&T must attempt
to resolve it with the Customer. If the dispute or controversy cannot be
resolved within 60 days from the date the Customer or M&T is notified about
it, the matter that is in dispute or subject to controversy may proceed to
arbitration in accordance with the provisions of this section.
2. Agreement to Binding Arbitration. Each dispute or controversy that arises
out of or is related to the Account, or any service M&T provides in connection
with the Account, or any matter relating to the Customer’s or M&T’s rights
and obligations provided for in this Agreement or any other agreement
between the Customer and M&T relating to the Account or a service provided
by M&T in connection with the Account, whether based on statute, contract,
tort, fraud, misrepresentation or any other legal or equitable theory, including
any claim for interest and attorney’s fees, where applicable (any “Claim”),
must be determined on an individual basis by binding arbitration in
accordance with the Federal Arbitration Act (“FAA” – Title 9 of the United
States Code) under the auspices of the American Arbitration Association
(“AAA”). Judgment on an arbitration award may be entered in any court
having jurisdiction. The arbitrator will decide any issue regarding whether a
particular dispute or controversy is a Claim that is subject to arbitration. If
any part of the relief request is not expressly stated as a dollar amount, such
part of the dispute or controversy will not be a Claim that is subject to
arbitration; however, the remainder of the dispute or controversy will be a
Claim subject to arbitration.
3. Applicable Arbitration Rules. If the amount in controversy is less than
$10,000, the Consumer Arbitration Rules of the AAA will apply. Otherwise,
the Commercial Arbitration Rules of the AAA will be applicable (the
Consumer and Commercial Arbitration Rules are sometimes hereinafter
collectively referred to as the “Arbitration Rules”). Information about the
arbitration process, the Consumer or Commercial Arbitration Rules, the
AAA’s fees and the nearest AAA Case Management Center is available from
the AAA online at www.adr.org. Information about AAA procedures, rules,
fees and nearest offices will also be made available to you by contacting the
corporate headquarters of the AAA at 1-800-778-7879.
4. Representation. The Customer may, but does not have to, hire an attorney
to represent the Customer in any arbitration.
5. Number of Arbitrators and Qualifications. Only ONE arbitrator will be
selected. Each arbitrator shall be a licensed attorney who has engaged in the
private practice of law continuously during the 10 years immediately
preceding the arbitration or a retired judge of a court of general or appellate
jurisdiction.
6. Language. The language of the arbitration shall be in English. Any party
desiring or requiring a different language shall bear the expense of an
interpreter.
7. Rules Governing Arbitration. The Customer and M&T acknowledge that
this Agreement evidences a transaction involving interstate commerce. The
FAA shall govern the interpretation, enforcement and proceedings pursuant
to the arbitration provisions in this section. All statutes of limitation, defenses,
and attorney-client and other privileges that would apply in a court
proceeding will apply in the arbitration. In conducting the arbitration and
making the award, the arbitrator shall be bound by and shall strictly enforce
the terms of this Agreement and may not limit, expand or otherwise modify
its terms.
8. Tolling of Statute of Limitations. The filing of a demand for arbitration in
accordance with the Arbitration Rules will suspend any requirement to file
a notice of claim or to commence an action until the conclusion of the
arbitration process.
9. Remedies Available. The arbitrator will have no authority to award punitive
or other damages not measured by the prevailing party’s actual damages,
except as may be required by statute. Subject to the foregoing limitation, the
arbitration award shall provide only such relief as a court of competent
REASONABLE TIME TO ACT
A reasonable time for M&T to act on any notice, order or other communication
will extend until at least the close of business on the Business Day following the
Business Day on which M&T received the communication in question.
OVERDRAFT FEES IMPOSED BASED
ON AVAILABLE BALANCE
The Account will be subject to an insufficient funds (“NSF”) or overdraft fee for
each Debit Item which is presented against, or processed for payment from, the
Account when the Available Balance in the Account (or in any other account linked
to it as part of an overdraft arrangement) is insufficient for payment, or if the payment
would exceed the credit limit, if the Customer has an overdraft line of credit with
M&T. The NSF fee or overdraft fee may be imposed whether the Debit Item is paid
or returned unpaid. Interest (a Negative Available Balance Fee) may also be charged.
A current schedule of fees for services which M&T offers in connection with each
type of commercial Account appears in a separate schedule. Current interest rates,
Earnings Credit Rates and Negative Available Balance Rates will be disclosed when
an Account is opened and on statements. The schedule and rates will be amended
from time to time at M&T’s sole discretion.
DISCLOSURE OF INFORMATION
In the regular course of business, M&T will disclose information about Accounts
(a) in a request for a report on the Customer for business purposes; (b) to agents,
contractors and vendors for internally controlled M&T marketing activities; (c) at
its discretion, with its affiliates and subsidiaries, to the extent permitted by law;
and (d) in response to apparently authorized inquiries, for example:
1. In a receipt issued in connection with a transaction;
2. As necessary to complete a transaction or resolve any error concerning a
transaction;
3. In a statement issued for the Account;
4. To the Customer in whose name the Account is held;
5. Pursuant to the written instructions of the Customer in whose name the
Account is held;
6. To verify the existence and condition of the Account pursuant to the routine
request of a merchant or an agency such as a credit bureau; or
7. Pursuant to applicable law, a court order or any order or request of a
governmental agency.
27
B
jurisdiction could properly award under applicable law, and, in each case,
shall award to the prevailing party all of its costs and fees. “Costs and fees”
means all reasonable pre- and post-award expenses of arbitration, including
attorney’s fees, arbitrator’s fees, administrative fees, travel expenses, out-ofpocket expenses (for example, copying and telephone), court costs and
witness fees. However, the arbitrator may not award damages that are not
expressly authorized or are expressly prohibited by this Agreement. The
award shall be in writing, shall be signed by the arbitrator and shall include
a statement regarding the reasons for the disposition of each and every Claim
raised during the arbitration.
10. No Consolidation of Action or Class Actions. There will be no class Claim
(i.e., Claims by or on behalf of other persons will not be considered in or
consolidated with the arbitration proceedings between the Customer and
M&T).
11. Other Actions Available; No Waiver of Right to Arbitrate. The arbitration
provisions contained in this section do not limit the Customer’s or M&T’s
right, whether before, during or after the pendency of any arbitration
proceeding, to exercise self-help remedies such as the right of set-off or to
obtain provisional or ancillary remedies or injunctive or other traditionally
equitable relief (other than a stay of arbitration) necessary to protect the rights
or property of the party seeking relief pending the arbitrator’s determination
of the merits of the Claim. The taking of any of the actions described in the
preceding sentence by either party or the filing of a court action by a party
shall not be deemed to be a waiver of the right to demand arbitration of any
Claim asserted as a counterclaim or the like in response to any such action.
12. Survivability. The foregoing dispute resolution provisions, in which the
Customer and M&T have agreed to arbitrate disputes, will survive the
termination of the Account with M&T, whether evidenced by this Agreement
or otherwise.
THE CUSTOMER ACKNOWLEDGES THAT IT HAS CAREFULLY READ
THE FOREGOING DISPUTE RESOLUTION PROVISIONS, IN WHICH
THE CUSTOMER AND M&T HAVE AGREED TO ARBITRATE
DISPUTES. THE CUSTOMER UNDERSTANDS THAT THESE PROVISIONS
LIMIT OR WAIVE CERTAIN OF THE CUSTOMER’S RIGHTS WITH
RESPECT TO CLAIMS THAT THE CUSTOMER IS AGREEING TO
ARBITRATE PURSUANT TO THESE PROVISIONS. THE CUSTOMER
UNDERSTANDS THAT THERE WILL BE NO CLASS CLAIMS IN
ARBITRATION. THE CUSTOMER FURTHER UNDERSTANDS THAT
DISCOVERY – THE ABILITY TO OBTAIN INFORMATION FROM THE
OTHER PARTY – MAY BE MORE LIMITED IN ARBITRATION THAN IN
A COURT PROCEEDING, AND THE RIGHT AND GROUNDS TO APPEAL
FROM AN ARBITRATOR’S AWARD ARE MORE LIMITED THAN IN AN
APPEAL FROM A COURT JUDGMENT. IN ADDITION, THE CUSTOMER
UNDERSTANDS THAT CERTAIN OTHER RIGHTS THE CUSTOMER HAS
IN A COURT PROCEEDING ALSO MAY NOT BE AVAILABLE IN
ARBITRATION.
EVIDENCE
In any legal proceeding involving the Account, any copy of this Agreement or any
other document or record related to the Account kept by M&T in its normal course
of business is to be admitted into evidence as an original.
CONFLICTS WITH APPLICABLE LAW
If any provision of this Agreement or any other document related to the Account
conflicts with applicable law, the provision will be deemed amended to the extent
necessary to comply with applicable law.
SEVERABILITY
If any provision of any document related to the Account is determined by a court to
be invalid, all other provisions will remain in effect.
WHAT LAW APPLIES
Any legal question concerning the Account will be decided in accordance with the
law of the state or other jurisdiction in which your Account is domiciled without
regard to such state’s or other jurisdiction’s principles of conflicts of law, and, to
the extent applicable, federal law.
MORE INFORMATION
More information about the Account can be obtained by contacting the Customer’s
account officer, relationship manager or branch manager or any M&T banking
office.
SPECIAL PROVISIONS FOR COMMERCIAL CHECKING, NOW
AND SAVINGS ACCOUNTS
DEPOSITS
8. If M&T has received a notice or order not to allow withdrawals, from the
Customer or from a court or governmental entity or agency authorized to issue
such an order.
9. If the Account is subject to a prior order directing M&T to pay or to hold
funds for another party.
10. If M&T has not received any passbook, document or identification required
by M&T or applicable law in connection with the withdrawal.
Any number of deposits may be made to the Account. M&T reserves its right to reject
any deposit for any reason. The Customer agrees to supply any information needed
to comply with applicable law as understood by M&T in its sole discretion, with
regard to any deposit.
LIMITATIONS ON WITHDRAWALS
M&T may prescribe a minimum withdrawal amount for certain Accounts. The
minimum would not apply for a withdrawal of the entire Available Balance. M&T
may also limit the number and amount of withdrawals.
PASSBOOKS
If the Account is one for which we issue a passbook, the passbook is a record of
transactions involving the Account. If there is a conflict between the passbook and
M&T records, M&T records will control. If the passbook Account is closed, M&T
may, but need not, require the passbook to be surrendered to M&T for cancellation
and the existence of a non-cancelled passbook shall not be deemed proof that the
Account was not closed if M&T’s records indicate that it was closed or that the
Account is no longer on M&T’s systems. If the passbook is lost, stolen or destroyed,
the Customer must immediately notify M&T in writing of the loss, theft or destruction.
Before permitting any withdrawal from the Account or issuing a replacement, M&T
may require the Customer to provide an affidavit satisfactory to M&T, stating the facts,
as well as an indemnity, bond or other agreement satisfactory to M&T indemnifying
and holding M&T harmless against any and all liabilities and expenses (such as
attorneys’ fees) M&T might incur as a result of permitting the withdrawal or issuing
a replacement passbook. Passbook Accounts are no longer being opened by M&T for
commercial Customers, and existing passbook Accounts may be converted to
statement Accounts at any time, at M&T’s sole discretion. If (i) we acquired your
Account from another bank, (ii) you were previously issued a passbook for that
Account, and (iii) we convert your Account to an account for which we do not issue
a passbook, upon such conversion of your Account, the passbook you have for that
Account will no longer be considered a record of your Account unless we advise you
in writing otherwise.
NOTICE OF WITHDRAWAL
For a NOW or savings Account, M&T may require prior written notice of the date
and amount of any intended withdrawal at least 7 days in advance.
REFUSAL TO PERMIT WITHDRAWAL
Under certain circumstances, M&T may refuse to permit a withdrawal from an
Account. For example:
1. If M&T has not received the 7-day advance written notice described above
with respect to a withdrawal from a savings or NOW Account.
2. If the Available Balance of the Account is insufficient.
3. If there is a dispute or legal proceeding of any type concerning the Account,
including a dispute or proceeding relating to control of the Account.
4. If the Account is pledged as collateral for indebtedness.
5. If the withdrawal would consist of funds held by M&T to pay income tax on
interest earned by funds in the Account.
6. If the withdrawal would exceed any limits M&T has imposed.
7. If the Account has been depleted by M&T setoff to pay the Customer’s
indebtedness to M&T.
28
B
STALE AND POSTDATED CHECKS
CHECK CASHING FEES
M&T may but is not obligated to pay any Customer check dated more than 6
months before the date it is presented to M&T for payment. M&T may but is not
obligated to pay any Customer check dated after the date it is presented to M&T
for payment. M&T will not be liable if as a result of payment of such checks, a
subsequent withdrawal is rejected for lack of sufficient available funds.
If someone who is not an M&T deposit customer seeks to cash a check drawn on
the Customer’s Account at a branch office of M&T, we reserve the right to charge
a service fee to that individual as a condition to cashing the check. By continuing
to maintain the Account, the Customer agrees that it shall not constitute wrongful
dishonor if M&T refuses to pay such a check because the individual seeking to
cash it declines to pay such service fee.
STOPPING PAYMENT OF CHECK
CHECK CASHING IDENTIFICATION REQUIREMENTS
Any Authorized Signer on the Account can order M&T not to pay or certify any
non-certified check written on the Account even if the check was signed by another
Authorized Signer.
1. The order must include:
a. The exact number of the Account;
b. The exact amount, date and number (if any) of the check;
c. The name, exactly as it appears on the check, of each payee to whose order
the check is payable; and
d. The name, exactly as it appears on the check, of each person who signed
the check.
2. If the check is a certified or official M&T check, all additional requirements
of applicable law and M&T policy must be met. For example, the stop
payment order may not be executed until after (a) 90 days have elapsed after
the initial issuance of the check (which in the case of an official M&T check
is the date of the check and in the case of a certified check is the date of
certification); and (b) M&T’s receipt of an affidavit or similar declaration
made under penalty of perjury in accordance with applicable state law stating
that the check has been lost, stolen or destroyed; that the loss of possession
of the check by the affiant or declarer was not the result of a transfer by the
affiant or declarer or a lawful seizure of the check; and that the affiant or
declarer will honor the check if it is ever presented by a holder in due course.
Additional restrictions may apply.
M&T will not be obligated to execute a stop payment order until M&T has had
a reasonable time to record it against the Account. The order will cease to be
effective 6 months after the date it is recorded against the Account unless it is
renewed. The order can be given orally, by telephone or in person. M&T will send
a written confirmation of the order recorded by M&T which will remain effective
unless canceled in writing by the Customer. A stop payment order can be renewed
for 6 months at a time. Any renewal of the order must be in writing and must be
received by M&T in advance allowing a reasonable time for M&T to record it
against the Account before the previous order ceases to be effective. The renewal
will take effect on the date it is recorded against the Account and will cease to be
effective 6 months after that date.
Any Authorized Signer on the Account can cancel any stop payment order even
if the order was given by another signer. M&T will not be obligated to honor the
cancellation unless it is in writing and until M&T has had a reasonable time to record
it against the Account.
M&T will exercise ordinary care in its efforts not to pay any check that M&T
has been properly ordered not to pay; and to pay any check for which an order not
to pay has been properly canceled. M&T will have exercised ordinary care if M&T
acts in good faith; M&T has a reasonable system for communicating stop payment
orders and cancellations of orders of that type to the employees who would be
likely to receive the check; and M&T reasonably follows the system as a matter of
routine.
If someone who is not an M&T deposit customer seeks to cash a check drawn on the
Customer’s Account at a branch office of M&T, we shall have the right not to pay the
check if the person who presents it for payment fails to provide us with such
reasonable identification as we may require, and, if presentment by such person of
the check is made on behalf of another person, such reasonable evidence of his or her
authority to do so as we may request. The Customer agrees that M&T’s reasonable
identification requirements may include such documentary forms of identification
(such as a passport or driver’s license) and/or physical forms of identification (such
as a thumbprint signature) as M&T may from time to time establish.
ELECTRONIC PRESENTMENT OF CHECKS
We may pay any check drawn on the Account and debit the Account accordingly on
the day that an Item is presented for payment by electronic or other means, or at an
earlier time if the bank at which the Item was deposited electronically provides us
with information identifying the Item, including, for example, M&T’s routing number,
the Account number, and the sequence number and amount of the Item. We may
determine the balance of the Account for purposes of deciding whether to dishonor
an Item for insufficient available funds at any time between such presentment or
receipt of information and the time of return of the Item. We must make this
determination only one time regardless of whether the available funds in the Account
vary during this period.
CERTAIN INTEREST-BEARING
CHECKING ACCOUNTS
If the Customer has an interest-bearing checking Account, for internal Bank
operating purposes, the Bank may structure the Account so that it will consist of
two subaccounts: an interest-bearing checking subaccount and a savings
subaccount, although, for all other purposes, the Customer’s interest-bearing
checking Account will be treated as a single account. In cases where an interestbearing checking Account is structured to consist of two subaccounts, both
subaccounts will pay an identical annual interest rate and annual percentage yield
on account balances. The statement for the Account and any record of the Account
at an automated teller machine or at any other electronic facility will reflect the
Account as a single account and will not reflect the subaccounts in any way.
All terms and conditions of this Agreement, all the provisions of the Specific
Features and Terms governing the Account, including (but not limited to) those
that govern the way the Account may be used, the interest the Account earns,
minimum balance requirements and funds availability, and all Account fees and
charges apply to the Account as a whole without reference to the subaccounts,
except as provided in this section.
In cases where an interest-bearing checking Account is structured to consist of
two subaccounts, for internal Bank operating purposes, all checks and other debits
against the Account are paid from, and all deposits to the Account are credited to,
the checking subaccount. At various times during each calendar month, if the
checking subaccount balance exceeds a threshold amount set by us, all funds in
excess of the threshold may be transferred to the savings subaccount. We also make
transfers from the available funds in the savings subaccount to the checking
subaccount as needed to pay checks and other debits presented against the Account.
On the sixth transfer from the savings subaccount in a calendar month, the entire
balance of the savings subaccount is transferred to the checking subaccount for
the remainder of the calendar month. These transfers to and from the checking
subaccount will be the only transactions on the savings subaccount. Because the
subaccounts are for internal Bank operating purposes only, the Customer cannot
access the savings subaccount directly. These Bank-initiated transfers between the
subaccounts are not shown on the Customer’s statement for the Account and are
not subject to any fees.
CHECK CASHING AT BANK BRANCHES
The Customer agrees that M&T may properly refuse to cash a check drawn on the
Account that is presented for payment at an M&T branch office by someone to
whom the check is payable if that person is not an M&T deposit customer, as long
as the M&T branch at which the check is sought to be cashed generally does not
cash checks drawn on the account of any M&T deposit customers that are presented
for payment at that branch by persons who are not M&T deposit customers, other
than payroll checks that have been issued by an M&T deposit customer that are
cashed by such M&T branch pursuant to a check cashing arrangement that the
M&T branch has agreed to with the deposit customer. The Customer further agrees
that M&T’s refusal to cash the Customer’s written check in any such instance shall
not constitute a wrongful dishonor of the check and that M&T shall have no liability
to the Customer in connection with its refusal to cash the check, regardless of the
consequences to the Customer because of M&T’s so doing.
29
B
CERTAIN NON-INTEREST-BEARING
CHECKING ACCOUNTS
In cases where a non-interest-bearing checking Account is structured to consist
of two subaccounts, for internal Bank operating purposes, all checks and other
debits against the Account are paid from, and all deposits to the Account are
credited to, the checking subaccount. At various times during each calendar month,
if the checking subaccount balance exceeds a threshold amount set by us, all funds
in excess of the threshold may be transferred to the savings subaccount. We also
make transfers from the available funds in the savings subaccount to the checking
subaccount as needed to pay checks and other debits presented against the Account.
On the sixth transfer from the savings subaccount in a calendar month, the entire
balance of the savings subaccount is transferred to the checking subaccount for
the remainder of the calendar month. These transfers to and from the checking
subaccount will be the only transactions on the savings subaccount. Because the
subaccounts are for internal Bank operating purposes only, the Customer cannot
access the savings subaccount directly. These Bank-initiated transfers between the
subaccounts are not shown on the Customer’s statement for the Account and are
not subject to any fees.
If the Customer has a non-interest-bearing checking Account, for internal Bank
operating purposes, the Bank may structure the Account so that it will consist of
two subaccounts: a non-interest-bearing checking subaccount and a non-interestbearing savings subaccount, although, for all other purposes, the Customer’s noninterest-bearing checking Account will be treated as a single account. In cases
where a non-interest-bearing checking Account is structured to consist of two
subaccounts, neither subaccount will pay any interest. The statement for the
Account and any record of the Account at an automated teller machine or at any
other electronic facility will reflect the Account as a single account and will not
reflect the subaccounts in any way.
All terms and conditions of this Agreement, all the provisions of the Specific
Features and Terms governing the Account, including (but not limited to) those
that govern how the Account may be used, minimum balance requirements and
funds availability, and all Account fees and charges, apply to the Account as a
whole without reference to the subaccounts, except as provided in this section.
SPECIAL PROVISIONS FOR COMMERCIAL TIME DEPOSIT ACCOUNTS
NO CHANGE IN MATURITY DATE
BY ADDITIONAL DEPOSIT
ON AND AFTER FINAL MATURITY DATE
On and after the final maturity date of a time deposit, funds in the Account will
no longer earn interest. If the final maturity date is a Saturday, Sunday or federal
holiday, the funds will earn interest through the day before the first Business Day
after the final maturity date.
No maturity date of the Account will be changed by any deposit subsequent to the
opening deposit.
AUTOMATIC RENEWAL
NOTICE OF MATURITY DATE
Automatic renewal is provided for all M&T time deposits except Jumbo
Certificates of Deposit, but can be declined in opening the Account. If automatic
renewal is declined, the first maturity date will be the final maturity date of the
Account. The following conditions govern automatic renewal:
1. Except as provided in this section, M&T will automatically renew the
Account as of the end of the day on each maturity date of the Account. The
renewal Term will equal the initial Term, unless M&T has received and
accepted the Customer’s written request for a change in duration or M&T no
longer offers the same duration, in which case the Term will equal the nearest
longer or shorter duration which M&T then offers.
2. During the renewal Term commencing as of the maturity date on which the
automatic renewal takes place, and ending on the day prior to the next
maturity date, interest earned on funds in the Account will be computed using
a fixed rate and a method at least as favorable as the lowest rate and least
favorable method used by M&T for any other automatically renewable time
deposit of the same type, Term and amount opened on the day on which the
Customer’s Account is renewed.
For a time deposit with a Term of more than 90 days, M&T will send written notice
of maturity at least 14 days but not more than 30 days before the maturity date.
LIMITATION ON EARLY WITHDRAWAL
M&T has no obligation to permit withdrawals from a time deposit prior to the
applicable maturity date, unless the Account is owned by an individual who dies
or is declared legally incompetent by a court or administrative body.
PAST POLICIES ON EARLY WITHDRAWAL
No past policies of M&T or any bank it acquired or from which it accepted deposits
regarding whether or under what conditions to permit early withdrawals from time
deposits is binding on M&T. M&T will treat on an individual basis each request for
early withdrawal.
LIMITATIONS ON WITHDRAWALS
M&T may prescribe minimum and maximum amounts for withdrawals from time
deposits and may for any reason place further limitations on the number, place and
amounts of withdrawals.
BOOK ENTRY ACCOUNTS
M&T’s commercial certificates of deposit are non-negotiable and nontransferable.
They are not in the normal course issued in the form of physical certificates, but
consist of entries on the books and time deposit computer accounting systems
of M&T.
PENALTY FOR EARLY WITHDRAWAL
M&T will impose an early withdrawal penalty for early withdrawals from time
deposits, unless the withdrawal is made because an individual owner of the
Account has died or been declared legally incompetent by a court or administrative
body. The penalty may exceed that required by the Board of Governors of the
Federal Reserve System. The penalty will be deducted first from the interest and
principal remaining on deposit in the Account and then, if necessary, from the
withdrawal.
DELAY IN WITHDRAWAL
If a time deposit matures on a Saturday, Sunday or federal holiday, funds then in
the Account may not be able to be withdrawn from the Account until the next
Business Day.
30
B
Commercial Deposit Account Fee Schedule
Wire Transfers:
Outgoing (Branch):
Domestic Transfer ..................................................................$20.00 each
USD International Transfer ....................................................$20.00 each
Foreign Exchange Transfer .....................................................$20.00 each
Service Assisted Wire Surcharge* ..........................................$300.00 each
*Service Assisted refers to the process of initiating wire payments
through a communication channel (e.g., e-mail or telephone without
a token) outside of one of M&T’s standard wire services (branch,
telephone with token, internet with token).
Incoming:
Domestic Transfer ...................................................................$10.00 each
International Transfer ..............................................................$10.00 each
Account-Specific Fees
Checking and NOW Accounts
M&T Simple Checking for Business Account
If the Account is not enrolled in electronic statement delivery1:
$10.00/month unless the Average Ledger Balance is $1,500 or more
If the Account is enrolled in electronic statement delivery1:
$5.00/month unless the Average Ledger Balance is $1,500 or more
No charge for first 200 transaction items2 per month.
Additional transaction items2 in a month..................................$0.10 each
Commercial Checking Account...........................................$12.00/month
M&T Business Interest Checking Account
No monthly maintenance charge.
No charge for transaction items.2
3
4
IOLTA/IOLA NOW Account ................................................$6.00/month
5
Savings Accounts
Commercial Money Market Savings Account
$7.00 per monthly cycle and $1.00 per withdrawal in excess of 6 per
monthly cycle, unless the Ledger Balance is $2,500 or more as of the
end of each day in that cycle.
This fee amount only applies to checking and NOW Accounts that do not have a
different fee disclosed for this item in the Account-Specific Fees section.
These fees will not apply if an item is paid through an Overdraft Arrangement;
however, separate fees may apply to use of the Overdraft Arrangement.
Please see the separate “Notice Regarding Overdrafts – Business Checking
Accounts” for further information regarding this fee.
Fees for Use of Electronic Banking Card
1. $3.50 for each cash advance made using an M&T Business Debit
Card without the use of a PIN (including such cash advances made at
M&T Bank).
2. Fee for each inquiry as to the balance of the Account made at a
non-M&T ATM:
a. $3.00 if the ATM is located in the United States.
b. $5.00 if the ATM is located outside the 50 United States or the
District of Columbia.
3. Fee for each withdrawal, cash advance, electronic fund transfer or other
transaction made at a non-M&T ATM:
a. $3.00 if the ATM is located in the United States.
b. The greater of $5.00 or 3% of the U.S. dollar amount of the
transaction if the ATM is located outside the 50 United States or the
District of Columbia.
The fee for a transfer between Accounts will be charged to the Account
from which the funds are transferred.
4. The greater of $0.50 or 3% of the U.S. dollar amount of any transaction
made in a foreign country, if such transaction is made with an M&T
Business Debit Card and is processed through the Visa® network.
5. $1.00 for each ATM mini-statement printed at one of our ATM facilities.
6. $25.00 fee if you request expedited delivery of a new or replacement
M&T Business Debit Card or M&T ATM Card for Business. Expedited
delivery may take 1-2 business days. If you request expedited delivery
outside the contiguous United States or the District of Columbia, such
fee will be $50.00, and delivery may take longer than 2 business days.
Commercial Savings Account
$2.00 per monthly cycle and $1.00 per withdrawal in excess of 3 per
monthly cycle, unless the Ledger Balance is $300 or more as of the end
of each day in that cycle.
1
Electronic statement delivery is available to customers enrolled in M&T Online
Banking for Business, and the monthly maintenance charge discount noted applies
only if the Account in question is enrolled in electronic statement delivery at the
end of the month for which the monthly maintenance charge is being calculated.
2
Transaction items are checks paid, checks deposited, deposit tickets (whether
physical or created virtually in connection with an ATM, mobile, remote check
deposit or other electronic deposit), ACH credits, and ACH debits.
Commercial Deposit Transaction Fees
ACH Credit.................................................................................$0.15 each3
ACH Debit..................................................................................$0.15 each3
Audit Confirmations..................................................................$45.00 each
Checks: Official.........................................................................$10.00 each
Check Collections:
Domestic Incoming ................................................................$65.00 each
Domestic Outgoing ................................................................$65.00 each
International ...........................................................................$65.00 each
Checks Cashed.............................................................................$0.15 each
Checks Deposited.......................................................................$0.15 each3
Canadian Checks Deposited.....................................................$2.50 each
Checks Paid ................................................................................$0.15 each3
Checks Paid Rejects > 3%........................................................$0.75 each
Checks Paid Rejects > 5%........................................................$1.50 each
Checks Paid Rejects > 10% ......................................................$3.00 each
Coin Rolls Supplied ......................................................................$0.10/roll
Daily or Weekly Statements.....................................................$5.00/month
Deposit Tickets or Deposit Transactions
w/o a Physical Deposit Ticket .................................................$0.25 each3
Duplicate Statements...................................................................$5.00 each
Foreign Drafts ..........................................................................$25.00 each
Canadian Drafts......................................................................$12.00 each
Insufficient Funds (NSF)/Overdraft Fees:
Items (including electronic debits) drawn on
insufficient funds or uncollected balances ............................$40.00/item4
Extended overdrafts .........................................................................$40.005
Overdraft Transfers from Savings..............................................$10.00 each
Returned Deposited Items...........................................................$5.00 each
Research:
Extra Copies of Statement .......................................................$5.00 each
Photocopies .............................................................................$2.00 each
Stop Payment Orders ................................................................$15.00 each
Legal Document Processing Fees
1. $150 for each Writ of Execution or Attachment issued from
Pennsylvania or Maryland.
2. $25 for each conditional release of restraint or levy on consent.
3. $110 (or such lesser amount that constitutes the maximum amount
that may be charged under applicable law) for each other legal paper
(e.g., court orders, restraining or execution notices, attachments, writs,
tax levies, etc.), regardless of jurisdiction.
Other Fees
Your Account will also be charged for special processing and for expenses
incurred on your behalf.
For other services, please contact your branch or relationship manager.
Please refer to M&T’s Commercial Deposit Account Agreement and
Specific Features and Terms for additional information about your
Account and for definitions of capitalized terms.
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©2016 Manufacturers and Traders Trust Company
BD-14876
Member FDIC