Skip To Content

    Commercial net digital banking agreement

    Servus Credit Union Ltd. ("Servus", "us" or "we") Commercial Net Banking Services Agreement (the "Agreement")

    This Agreement governs the access and use by a Business Member (as defined below) of the Commercial Net Banking Services (the "Services") described herein. Reference in this Agreement to “you” or “your” means the Business Member that is accessing and using the Services through and by its Account Administrator and Authorized Users. By accessing the Services, you and your Account Administrator and Authorized Users agree to only use the Services in the manner described in this Agreement.

    A. DEFINITIONS

    In this Agreement, the following words, when capitalized, have the meanings set out below, and capitalized words not defined in this Agreement shall have the meaning set out in your member agreement with Servus:

    • "Account" means chequing, savings, loan or investment accounts that a Business Member may have with Servus.
    • "Account Administrator" means the individual(s) you designate in writing to have the authority described in Section E.
    • “Aggregated Account” means an Account to be viewed via the Aggregation Services as designated by a Business Member pursuant to the Subscription Agreement.
    • “Aggregation Services” means Servus’s account aggregation service which retrieves, consolidates, organizes and presents information regarding Aggregated Accounts for you to view using a device.
    • "Authorized User" means any individual who has been authorized by your Account Administrator to hold Security Credentials and whose Security Credentials have not been cancelled by the Account Administrator.
    • "Autodeposit Service e-Transfer" means a feature of Interac® e-Transfer Service that allows you to register with Interac as a recipient to receive an e-Transfer from a sender that is automatically deposited into a bank account you designate.
    • "Business Day" means any day except Saturday, Sunday or a statutory holiday observed in the Province of Alberta.
    • "Business Member" means a corporation, limited partnership, joint venture, partnership, cooperative, trust or other type of legal entity, and who has entered into a member agreement with Servus.
    • "Cash Management Account" means an Account designated by you pursuant to the Subscription Agreement to be viewed via the Cash Management Services.
    • "Cash Management Services" means Servus's account cash management services which retrieve, consolidate, and balance accounts designated by you as Cash Management Accounts for the purposes of calculating interest earned or interest payable by you, and organizes and presents such information regarding the Cash Management Accounts for you to view.
    • “Cheque Matching Process Services” means the service that provides for the automated daily verification of cheques presented for payment to mitigate cheque fraud or other suspect negotiable instruments.
    • “Commercial Net Banking Services” or “Services” means Servus's online system that you may use to directly process Transactions and access the Aggregation Services, Interac e-Transfer Services, Cheque Matching Process Services, Cash Management Services and other electronic access services to your Accounts selected by you and agreed by Servus.
    • "e-Transfer" means an electronic transfer of funds performed through the use of the Interac e-Transfer Service.
    • "Interac e-Transfer Services" means an Interac electronic transfer service that Servus offers through the Services that allows you to either send funds from your Account to another person by specifying an email address or mobile phone number, or to receive funds in your Account from another person electronically.
    • "Malicious Code" means a computer virus, Trojan horse, worm, lock, mole, time bomb, keystroke capturing applications, or any other code or instruction which may modify, delete, damage, disable, or disrupt the operation of any computer software or hardware, or any mobile or wireless device.
    • "Password" means the unique combination of letters, numbers and special characters that you select for your confidential password to access the Services.
    • "Request Money e-Transfer" means a feature of Interac e-Transfer Service that allows a person to request an e-Transfer from another person.
    • "Security Credentials" means the User ID and Password of any Account Administrator(s) or Authorized User(s), either selected by you or assigned to you by Servus or the Account Administrator(s), for the purpose of accessing the Services.
    • “Security Questions” has the meaning given to this term in Section C.3.a.
    • “Servus’s Website” or “Website” means any electronic website or application owned and/or operated by Servus to provide Services to its Business Members.
    • “Subscription Agreement” means the Commercial Net Banking Services Subscription Agreement entered into between Business Members and Servus that is required to have access to and use the Services.
    • “Third Party Vendor” has the meaning assigned to this term in Section F.1.
    • "Transaction" means any transaction performed or requested to be performed through the Services.
    • "User ID" means a Services login that involves the entry and validation of user identification. The default User ID for the Services will initially be issued by Servus or the Account Administrator, and which shall be changed by the Account Administrator(s) and Authorized User(s) upon initial login to the Services.

    B. COMMERCIAL NET BANKING SERVICES

    1. Set-up: To establish Commercial Net Banking Services you must execute the Subscription Agreement and any other documents we may require to evidence access to your Account to use the Services and identify the specific Accounts that will be accessible.
    2. Services: We may add, remove or change any part of the functionality provided by the Services without giving you notice. This Agreement applies to any Services added or changed by us. This Agreement applies only to those Services applicable to your Account and available online or on your device, as applicable.
    3. Use of Services: You will use the Services in accordance with the terms and conditions in this Agreement or as we may otherwise communicate to you from time to time. You will not use the Services for illegal, fraudulent or defamatory purposes or take any action which may undermine the security or integrity of any of the Services, or cause harm, or threaten to cause harm, to any other user of the Services.
    4. Authority to Process Transactions: You authorize Servus to accept, rely upon and process any Transaction that you transmit. You agree that the use of your Security Credentials by you, your Account Administrator or Authorized Users, or someone purporting to be any one of these persons, is the legal equivalent to your written, signed instructions. You agree that we may accept and act upon any instructions provided to us through access to the Services using the Security Credentials of your Account Administrator or Authorized Users, whether or not it is your Account Administrator or Authorized Users who has or have accessed the Services. You agree that once such instructions are submitted we will have no obligation to reverse them.
    5. Right to Deny Access: Servus reserves the right to deny access to an Account, some or all of the Services under certain circumstances, including but not limited to:
      • If, in our judgment, any activities related to your access to and use of the Services are illegal or fraudulent; or
      • If, in our judgment, access to your Account(s) through the Services is being performed fraudulently or otherwise without your consent.
    6. Effective Date of Transactions: You acknowledge that Servus will process the Transactions requested electronically as quickly as reasonably possible. You acknowledge that Transactions involving bill payments or transfers to third parties may require two or more Business Days for completion.
    7. Proof of Transactions: The records of Servus, whether written, audio, electronic or otherwise, will be conclusive proof of Transactions and will be binding on you and your successors and permitted assigns. You will provide evidence of Transactions that you make through your use of the Services if Servus requests them. You will comply with audit requests by the auditors of Servus, as may be required and requested from time to time.

    C. SELECT COMMERCIAL NET BANKING SERVICES

    1. Aggregation Services and Cash Management Services: The terms and conditions of this Section C.1 will apply only in the event that you use the Aggregation Services or Cash Management Services, or both, and are in addition to all other terms and conditions set forth in this Agreement. In the event that there is a conflict between the terms of this Section C.1 and the other terms and conditions of this Agreement, the terms of this Section C.1 will prevail to the extent of the conflict.
      1. To use the Aggregation Services or Cash Management Services, or both, you will complete such forms as Servus may require to identify the Aggregated Accounts or Cash Management Accounts, or both. You may from time to time add or remove Accounts designated by you as Aggregated Accounts or Cash Management Accounts, or both.
      2. You authorize Servus and direct us to do all things necessary to provide the Aggregation Services or Cash Management Services, or both, to you and to retrieve, consolidate, organize and present information regarding the Aggregated Accounts or Cash Management Accounts, or both, to you.
      3. Should you wish to utilize the Aggregation Services or Cash Management Services, or both, with respect to Accounts held by you and by one or more of Servus’s other Business Members (the “Other Business Members”), in addition to the foregoing requirements, you agree that Servus will not be required to provide the Aggregation Services or Cash Management Services, or both, with respect to accounts held by Other Business Members (“Other Business Member Accounts”) unless the following additional requirements are satisfied:
        1. the Other Business Member in question complete such forms to Servus as we require to indicate their agreement to you adding and accessing their Aggregated Accounts or Cash Management Accounts via the Services; and
        2. You and the Other Business Member designate and at all times maintain the same Account Administrator regarding the Aggregated Accounts or Cash Management Accounts, or both.
      4. You further agree that Servus shall (and shall be entitled to) cease providing Aggregation Services or Cash Management Services, or both, with respect to Aggregated Accounts or Cash Management Accounts, or both, that include Other Business Member Accounts where:
        1. we have received a written notice from you or from the Other Business Member that confirms that you or the Other Business Member, respectively, wish to discontinue the use of Aggregation Services or Cash Management Services, or both, with respect to the designated Aggregated Account or Cash Management Accounts, or both; or
        2. where you or the Other Business Member changes their Account Administrator such that you and the Other Business Member no longer utilize the same Account Administrator.
      5. You acknowledge and agree that Servus has no ability to monitor the relationship between you and Other Business Members. Accordingly, Servus shall not be responsible for your or Other Business Member changes that would otherwise suggest that you and such Other Business Member Accounts ought to no longer be aggregated within the Services. Servus shall only separate any such aggregation and connection between Accounts upon your direct notice to Servus that such aggregation and connection are no longer proper or required.
    2. Cheque Matching Process Services: Your use of Servus's Cheque Matching Process Services are described and governed by Schedule A to this Agreement.
    3. e-Transfer:
      1. To send an e-Transfer you must provide the recipient's email address and, except for a Request Money e-Transfer or Autodeposit Service e-Transfer, a security question ("Security Question") that will be used to authenticate the recipient of the transfer. As the sender, you will keep the answer to the Security Question confidential and not share it with anyone other than the recipient. To receive an e-Transfer, you must, except for a Request Money e-Transfer or Autodeposit Service e-Transfer, correctly answer the Security Question.
      2. You agree that, as a sender of an e-Transfer it is your responsibility to: (a) provide accurate information regarding the recipient; (b) except for a Request Money e-Transfer or Autodeposit Service e-Transfer, create an effective Security Question; (c) except for a Request Money e-Transfer or Autodeposit Service e-Transfer, not include the answer within the e-Transfer details, or within an email or other optional message that may accompany the e-Transfer.
      3. We will be entitled to pay the e-Transfer amount to anyone who, using the Interac e-Transfer Service, claims to be the recipient and, except for a Request Money e-Transfer or Autodeposit Service e-Transfer, successfully provides the answer to the Security Question, whether or not that person is the intended recipient. All disputes will be handled directly between the sender and the recipient.
      4. The e-Transfer is only available in Canadian dollars to a Canadian bank account.
      5. Request Money e-Transfer and Autodeposit Service e-Transfer are only available where both the sender's and the requester's (the proposed recipient) financial institution participate in the use of these Interac e-Transfer Services.
      6. You should respond only to Interac e-Transfer Service requests when you know the person making the request, and the reason for the request.
      7. As a requestor (proposed recipient) of a Request Money e-Transfer, you should ensure that the proposed sender has consented to you providing, and our using, the contact information of the proposed sender for the purpose of requesting the Request Money e-Transfer.
      8. A proposed sender can choose to decline the Request Money e-Transfer.
      9. As a requestor of a Request Money e-Transfer, you can cancel the Request Money e-Transfer at any time before it has been fulfilled by the proposed sender.
      10. You are responsible for reviewing the status of any Request Money e-Transfer you send by checking your Request Money e-Transfer history in Commercial Net Banking Services.
      11. Servus will not be liable for any cost, expense, loss, damage, or inconvenience of any nature or kind whatever arising as a result of a delay in processing an e-Transfer or for e-Transfers claimed by someone other than the intended recipient.

    D. YOUR RESPONSIBILITIES

    1. Transactions: You are responsible for the full amount of all Transactions on your Account authorized by you, your Account Administrator(s) or Authorized User(s). Transactions may be authorized by:
      1. Entering Security Credentials;
      2. Providing a confidential Security Question for e-Transfer (except for Autodeposit Service e-Transfer or Request Money e-Transfer); or
      3. Other forms of identification or authentication that may be determined from time to time.
    2. Security Vigilance: You are also responsible:
      1. If an error or fraudulent Transaction is made through the Services;
      2. To ensure the equipment or device used to access the Services has an up-to-date anti-virus program, anti-spyware program and firewall installed; and ensure new security patches are installed as soon as manufacturers make them available; and ensure that you take reasonable steps to reduce the risk of Malicious Code or online attacks;
      3. To carefully select and keep your Security Credentials confidential;
      4. To review your Account statements within thirty (30) days of their date for unusual, suspicious or fraudulent activity;
      5. To contact us immediately if you know or suspect any of your Security Credentials have been compromised or if there has been activity in your Account that you did not authorize;
      6. To assist Servus in any investigation into improper access to your Account; and
      7. To not provide your Password, any of your Security Credentials, or any Account or financial information to anyone in response to unsolicited emails, callers or other parties who may claim to represent Servus and ask for this information.
    3. Confidentiality of your Security Credentials: You acknowledge your responsibility to maintain the confidentiality of any Security Credentials of the Account Administrator(s) and Authorized User(s). You agree that your Security Credentials will not be disclosed to anyone except, to your Account Administrator and to your Authorized Users, and that Security Credentials should be changed on a regular basis. You understand that you are responsible for all Transactions conducted using your Security Credentials. You agree that Servus has no obligation to confirm the authority or identity of a person using your Security Credentials. You acknowledge and agree that Servus has the right to unilaterally enhance the security of the Services over time and that such enhancements may require you to set up and use multiple factor authentication, passkeys, or any other enhanced security protocols that may be developed over time.
    4. Lost or Stolen Security Credentials and Unauthorized Use: You will notify Servus if any of your Security Credentials are lost or stolen or if you believe that any of your Security Credentials may have become known to another person or available for unauthorized use, or if you become aware of any unauthorized use of any Account of yours or if any statements or records of yours show Transactions you did not make ("Security Notification"). You acknowledge and understand that Servus will use reasonable efforts to stop or reverse the Transaction, but that Servus is not responsible for any results or consequences of a Transaction processed as a result of unauthorized use of your Security Credentials, unless caused by Servus's negligence after Servus acknowledges receipt of the Security Notification.

    E. SECURITY – ACCOUNT ADMINISTRATION AND AUTHORIZED USERS

    1. Account Administrator: The Business Member agrees that it is responsible for appointing an Account Administrator, who need not be an authorized signor for the Business Member, and that the Business Member will be fully liable for and be bound by all of the acts and omissions of the Account Administrator. Until Servus has received a written notification from the Business Member appointing a new Account Administrator, the Account Administrator shall be the person who was last appointed by the Business Member according to the records held by Servus.
    2. Issuance of Security Credentials: The Business Member acknowledges and agrees that:
      1. Servus will issue initial Security Credentials to the Account Administrator to access the Services on behalf of the Business Member;
      2. the Account Administrator will, upon first accessing the Services, be required to change the initial Security Credentials;
      3. the Business Member fully authorizes the Account Administrator to:
        1. receive the initial Security Credentials from us and change them to a new User ID and Password;
        2. determine the number of Authorized Users that will be permitted to utilize the Services on behalf of the Business Member and create User IDs and Passwords for each Authorized User;
        3. reset the Password of any Authorized User;
        4. designate the specific Services each Authorized User will be authorized to access;
        5. specify limits (dollar amounts or frequency) on Transactions for Authorized Users and specify which Transactions require a secondary approval; and
        6. terminate an Authorized User's rights to access the Services (in whole or in part) by deleting or otherwise invalidating their Security Credentials or by modifying the Authorized User's access rights
    3. Business Member Liability for Errors by Account Administrator: Without limiting any other provision of this Agreement, the Business Member acknowledges that it is solely responsible for the truth, accuracy and completeness of any actions of the Account Administrator regarding the issuance, change or cancellation of a Security Credential.
    4. Transactions:
      1. Use of the Services: The Business Member shall ensure that all Authorized Users will only use the Services to process the Business Member's own Transactions for valid business purposes or for payments authorized by the Business Member.
      2. Business Member Liability for Errors in Transactions: The Business Member acknowledges that it is solely responsible for the truth, accuracy and completeness of instructions given by the Account Administrator or by Authorized Users for the processing of Transactions. Servus will use reasonable commercial efforts to correct any improperly input Transactions that are brought to Servus's attention, but Servus shall not be responsible for (and the Business Member hereby agrees to release Servus from) any liability for any Transaction processed because of inaccurate or incomplete instructions from an Authorized User or Account Administrator.
      3. Authority to Process Transactions: The Business Member authorizes Servus to accept, rely upon and process any Transaction transmitted by any Authorized User. The Business Member authorizes Servus to debit from its Accounts any amounts which Authorized Users have designated to be paid to third parties.
      4. Effective Date of Transactions: The Business Member acknowledges that Servus will process the Transactions requested electronically by the Business Member through Authorized Users as quickly as possible. Transactions effected after regular business hours, on a non-Business Day will be recorded and effective as between Servus and the Business Member on the next Business Day.
      5. Refusal to Complete or Reversal of Transactions: Servus may refuse to complete or may reverse any Transaction if (a) the Transaction is one that cannot be processed by the Services; (b) the Transaction will result in an unauthorized overdraft of the Business Member's Accounts or will violate any provision of any other agreement made between the Business Member and Servus; (c) the Transaction requires a payment to a third party that does not accept the Transaction; or (d) there is an operational failure or malfunction in the Services.

    F. THIRD PARTIES

    1. Third Party Services and Software: Servus may from time to time make services or software provided by a third party (the “Third Party Vendor”) available through the Website or the Services. You acknowledge and agree that:
      1. The services and software of a Third Party Vendor are made available for your convenience only. The services and software are provided by the Third Party Vendor and not Servus, even if you access them using the Services;
      2. All software available for downloading from or through the Website is owned by or licensed from Third Party Vendors, and the downloading and use of the software is subject to a software license agreement that you may be required to enter with such Third Party Vendors;
      3. Your relationship with the Third Party Vendor is independent and separate from your relationship with Servus and is outside the control of Servus. Any dispute that relates to the services or software provided by a Third Party Vendor is strictly between you and the Third Party Vendor, and you will raise no defense or claim against Servus;
      4. You assume all risks associated with accessing or using the services or software of Third Party Vendors;
      5. You agree to indemnify and hold Servus, its agents, officers, directors and employees, harmless from and against all liabilities, damages and costs of all kinds in connection with any claim arising out of your access or use of such links, other websites or Third Party Vendor services or software; and
      6. No representation or warranty is made to you with respect to any services or software provided by a Third Party Vendor, even though those services or software may be accessed by you through Servus's Website or through the Services.

    G. FEES AND RATES

    1. Fees for Transactions and Services: When you enroll in the Services and conduct Transactions, you agree to pay all fees that apply, and authorize Servus to debit your Account for such fees. Up-to-date information on fees is available on our Website and at all branches.
    2. Rates and Service Charges: If there is a difference between the rates and service charges posted on the Website or accessed through the Services, and those posted in a Servus branch, the rates and service charges posted in the branch will apply.

    H. DISCLAIMERS AND LIMITATIONS OF LIABILITY

    1. Availability of Services: The ability of Servus to offer the Services on a continuous basis or at all is dependent in part on Third Party Vendors and the functioning of the Internet. Except where caused by its negligence, neither Servus nor its directors, officers, employees or agents will have any liability for any delay, loss, damage (direct, indirect or consequential), loss of data, or inconvenience whatsoever, caused by or arising from any failure, error, malfunction or inaccessibility of the Services or the Website. Servus does not represent or warrant that the Website or the Services will be available or will function without interruption or that they will be free of errors, that any errors will be corrected, or that the use of the Website or the Services will be free of Malicious Code or other destructive or disruptive components.
    2. Accuracy of Information on the Website: You acknowledge that information provided by Servus or other sources on the Website is believed to be accurate and reliable when placed on the Website. Although Servus conducts regular audits of this information, Servus cannot guarantee, and makes no representations or warranties regarding, the accuracy or completeness of that information. You acknowledge that the information on the Website is not intended to provide financial, legal, accounting or tax advice and cannot be relied upon in that regard.
    3. Acceptance of Risk: You acknowledge that the use of the Website and of the Services is at your own risk. You acknowledge that you have read and understood the responsibilities of Servus members as outlined at servus.ca/security.
    4. Disclaimer of Warranties: Except as expressly provided in this Agreement, the Services are provided "AS-IS" and Servus expressly disclaims all other warranties, representations and conditions, express or implied, including all implied or statutory warranties, representations and conditions of merchantability, fitness for a particular purpose, title and non-infringement.
    5. Exclusion of Servus's Responsibility: Servus is not responsible for any loss, damage, claim, or liability suffered or incurred by you with respect to the subject matter of this Agreement, except to the extent caused by the negligence or willful misconduct of Servus and, in no event will Servus be liable for any indirect, special, consequential, punitive, or exemplary damages (including, but not limited to, loss of profits) regardless of the cause of action and even if Servus has been advised of the possibility of such damages. In no event will Servus be liable for any cost, loss, damage, claim or liability (whether direct, indirect, special, or consequential) suffered by you that is caused in whole or in part by:
      1. Any use or inability to use the Services or the Website;
      2. The actions of, or any failure to act by, any third party (and a third party will not be considered to be acting as an agent for Servus unless expressly authorized by Servus);
      3. The inaccuracies in, or inadequacies of, any information furnished by you to Servus;
      4. Any failure by you to comply with any of the terms or conditions of this Agreement;
      5. The failure by Servus to perform or fulfill any of its obligations to you, due to any cause beyond Servus's control;
      6. Any use of the Services or your Account using your Security Credentials; or
      7. Forged, unauthorized, or fraudulent use of the Services, or forged, unauthorized, or fraudulent instructions or instruments, or material alteration to an instruction.

    I. INDEMNITY

    You agree to indemnify and hold Servus and its Third Party Vendors and all of their connected parties, including without limitation their respective agents, directors, officers, employees, affiliates, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liabilities, damages and costs, including without limitation reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to:

    1. your use of, or inability to use the Services or the Website, including any of the Indemnified Parties making the Services available to you;
    2. your use or inability to use any Third Party Vendor services or software;
    3. any failure by you to use the Services in accordance with applicable law, any acceptable use policies, or this Agreement:
    4. any information you provide to Servus; and
    5. any Transaction authorized by you.

    You must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense of any such claim or demand.

    J. CONFIDENTIALITY AND PRIVACY

    1. Confidential Information: Servus treats as confidential any information it receives from you in your access to or use of the Services, and we shall not disclose or use such information other than as required to provide the Services to you or to improve the Services. This provision shall not apply to information that was: (i) in Servus's prior possession; (ii) obtained from you other than in the provision of the Services; (iii) is publicly available other than pursuant to a breach of this Agreement, or (iv) is obtained from a third party not under obligations of confidentiality.
    2. Privacy: Servus may collect, use and disclose the personal information of Account Administrators and Authorized Users as required to provide or improve the Services, including Interac e-Transfer Services and to determine or verify their identity. The Business Member confirms that it has the consent of applicable individuals for the collection, use and disclosure of their personal information for this purpose. Servus agrees to collect, use and disclose personal information in accordance with its privacy policy located at servus.ca/privacy.

    K. INTELLECTUAL PROPERTY

    Servus may display certain names, words, titles, phrases, logos, icons, graphics or designs in the pages of its Website and Services, on agreements regarding certain Transactions or in advertisements regarding electronic Transactions which may constitute trade names, registered or unregistered trade-marks, words or copyrighted materials (the "Intellectual Property"). That Intellectual Property belongs to Servus, its agents or third parties. The display and use of the Intellectual Property by Servus does not imply that any license has been granted to you other than a limited license to perform Transactions contemplated in this Agreement. Although you may be entitled to use information contained therein for your personal use, you may not republish or reproduce any information in any manner whatsoever, including electronic reproduction by "uploading" or "uploading" or "downloading" without the prior written consent of Servus. No permission is expressed or implied to copy, redistribute, reproduce or republish any information found in or associated with any Services, the Website or any Transactions in any form whatsoever for any purpose other than your personal use and that of your Account Administrator and Authorized Users pursuant to the license described above.

    L. TERMINATION AND SURVIVAL

    1. Termination: This Agreement may be terminated by either you or Servus upon written notification to the other. In some instances, Servus’s Third Party Vendors may detect fraud regarding your use of a Service, either by you or an unauthorized third party, in which circumstance Servus may not be able to provide you with notice of termination. Termination of this Agreement does not release you from any obligations incurred under this Agreement prior to its termination.
    2. Survival: Sections A, D, E, F, H-M of this Agreement will survive any termination of this Agreement.

    M. GENERAL PROVISIONS

    1. Severability: Any provision in this Agreement determined to be void or unenforceable in whole or in part will be deemed not to affect or impair the validity of any other provisions which shall be separate and distinct.
    2. Choice of Law: This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable in Alberta. In the event of any dispute arising under this Agreement, the parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.
    3. Changes to Terms and Conditions: You agree that Servus may change the terms and conditions of this Agreement at any time. We will notify you of these changes by posting a notice on the Website or Commercial Net Banking Services, in writing, or by other means we consider appropriate. Your continued use of the Services following such notice means that you agree to the Agreement as amended. If at any time you do not agree to the changes made to this Agreement, you must no longer use the Services and terminate this Agreement. You may review and print the most current version of this Agreement at https://servus.ca/ways-to-bank/digital-banking-agreement/commercial-digital-banking-agreement.
    4. Enurement: This Agreement and any amendments to it will be binding on and enure to the benefit of you and your successors and permitted assigns.
    5. No Waiver: No waiver by Servus of any breach of or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Servus may without notice, require strict adherence to the terms and conditions of this Agreement, despite any prior indulgence granted to or acquiesced in by Servus.
    6. Heading: Section headings are provided for convenience of reference only and do not constitute part of this Agreement. Any references to a particular section of this Agreement shall be deemed to include reference to any and all subsections thereof.

    N. ACCEPTANCE OF COMMERCIAL NET BANKING SERVICES AGREEMENT

    In consideration for Servus providing Services to you, upon Servus's and your signing of this Agreement and delivery of a fully signed copy of this Agreement to you and Servus, you agree to be bound by the terms and conditions set forth in this Agreement. This Agreement is in addition to any other agreements you may have with Servus, including your member agreement and Servus's Digital Banking Agreement, which governs the use of online banking services apart from Commercial Net Banking Services. If there is a conflict or inconsistency between this Agreement and any other agreements you have with Servus, including the member agreement, the terms and conditions of this Agreement will prevail in relation to the Services described in this Agreement.

    Schedule A – Cheque Matching Process Services

    This Schedule A to the Agreement governs your use the of Cheque Matching Process Services (the "CMP Services") offered by Servus. By enrolling or using the CMP Services, you acknowledge that you have read, understand and agree to the terms and conditions set out in this Scheule A.

    A. DEFINITIONS

    The following capitalized terms used in this Schedule A have the following meanings:

    • "Cheque Matching Process" means the automated daily verification of cheques presented for payment to mitigate cheque fraud or other suspect items.
    • "Cheque Comparison" means the process of comparing the cleared cheque to the Issued Cheque.
    • "Exception Cheque" means a cheque presented for payment from an Authorized Account, which does not Match the corresponding Issued Cheque Data.
    • "Issued Cheque Data" means the details data on cheques issued by the Business Member (account number, cheque number, cheque date, and cheque amount).
    • "Match" means a match was found on the account number, cheque number and cheque amount in the overnight Cheque Comparison.
    • "MICR" means Magnetic Ink Character Recognition; the number and characters encoded on the bottom of the front of cheques.
    • "Local Time" means either Mountain Standard Time or Mountain Daylight Savings Time, as applicable to Alberta.
    • "Pay"/"No-Pay" Decision means a decision required by the Business Member to either allow an item to be paid (Pay) or have the item returned (No-Pay).
    • "Payments Canada Rules" means the by-laws, rules, regulations and standards made under the Canadian Payments Act, RSC 1985, c C-21, as amended from time to time.
    • Capitalized terms not defined in this Schedule A have the meanings ascribed to them in the Agreement.

    B. APPLICATION/INTERPRETATION

    1. Enrollment: Enrolling Business Members will be permitted to access the CMP Services online via the Services. By accessing and using any of the CMP Services, or authorizing others to use any of the CMP Services, the Business Member is deemed to agree to the terms and conditions of this Schedule without the requirement for a signature.
    2. Default Pay/No-Pay Decision: At the time of enrolment the Business Member must select a default Pay/No-Pay Decision, to either, allow cheques to be paid or return cheques for which there has not been a decision made by the daily deadline. The default decision will be applied each Business Day as necessary. Any actions or omissions of the Default Pay/No-Pay Decision are the responsibility of, and are binding on the Business Member.
    3. Returning Cheques: Honouring and dishonouring cheques is subject to legal, regulatory and clearing restrictions including time limits and reasons for return. Servus will not be required to take any action or follow any instructions that may be received outside of the time frames required for Servus to comply with such clearing rules and regulations.
    4. Guides/Documentation: Servus will provide comprehensive user guides for the CMP Services. The Business Member will comply with any specifications, instructions or user documentation Servus makes available. The Business Member is responsible for ensuring each Authorized User has read and understands this documentation.
    5. Online Information/Help Content: There may be important information and conditions displayed when using the CMP Services. Information icons or links to supporting documentation may also be provided for the Authorized User. The Authorized User must follow the displayed messages and supporting documentation for proper use.

    C. DESCRIPTION OF THE CMP SERVICES

    The CMP Services can be used by the Business Member to help automate the daily verification of cheques presented for payment to detect and mitigate cheque fraud or other suspect items. The Business Member may select one of two processes, Positive Pay or Negative Pay.

    1. Positive Pay

    Via the Services, the Business Member provides Servus their Issued Cheque Data for comparison to the cheques presented for payment. If there are any differences Servus will provide these Exception Cheques (potential fraud conditions) to the Business Member. The Business Member will review the Exception Cheques and make a Pay/No-Pay Decision. Servus will action the decisions and either pay or return the item.

    1. Issued Cheque Data: Each Business Day, by the defined Timeline, the Business Member will submit their listing of all cheques issued that day, and on any proceeding non-business day. This Issued Cheque Data must include the account number, cheque issue date, cheque serial number and amount. Servus will store the data and use it for Cheque Comparison each Business Day. If not received prior to the Timelines, Issued Cheque Data will be processed the next Business Day. The Business Member is responsible to provide the Issued Cheque Data in the format required for processing. All input errors and messages must be reviewed and actioned prior to submitting the data to Servus.
    2. Cheque Comparison: Each Business Day, Servus will compare the Issued Cheque Data provided by the Business Member against each cheque presented for payment.

    Cheque Comparison is limited to referencing the amount, clearing date and other information on the MICR line of the presented cheque. Servus is not liable for missing/incorrect information, on any cheque, including but not limited to signatures and payee names. When a presented cheque does not have a Match with the Issued Cheque Data, it becomes an Exception Cheque.

    1. Pay/No-Pay Decision: The listing of Exception Cheques will be made available, on via the Services, by the defined Timeline each Business Day. The Business Member will review/investigate the Exception Cheques within the Timelines and is responsible for input of Pay/No-Pay Decisions online via the Services. Business Member input and submission must be completed by the Pay/No-Pay Decision deadline.
    2. Timelines: The Business Member will submit Issued Cheque Data each Business Day no later than 12:00 midnight Local Time. Servus will initiate the Cheque Comparison and provide the data on Exception Cheques by 7:00 a.m. Local Time each Business Day. The Business Member will review and provide Pay/No-Pay Decisions on each Exception Cheque no later than 11:00 a.m. Local Time each Business Day.

    2. Negative Pay

    Servus will provide the data on all cheques presented for payment. The Business Member is responsible for comparing the cheque data to their issued cheque records (potential fraud conditions), investigating any non-matches (Exception Cheques), and providing Servus with a Pay/No-Pay Decision on each cheque. Servus will action the decision(s) and either pay or return each item.

    1. Cleared Cheques: A listing of all cheques presented for payment will be made available via the Services by the Timelines. This Cleared Cheque data will include the account number, cheque serial number and cheque amount.
    2. Cheque Comparison: Each Business Day the Business Member is responsible to access and compare the Cleared Cheque details against their Issued Cheque Data; validating that the account number, cheque serial number and amount on each cheque matches. When a Match is not found the Business Member will flag the item as an Exception Cheque.
    3. Pay/No-Pay Decision: Each Business Day the Business Member will make a Pay/No-Pay Decision on each cheque investigated during Cheque Comparison, including Exception Cheques. The Business Member input and submission must be completed online through the Services within the Timelines.
    4. Timelines: Servus will provide the Cleared Cheque data by 7:00 a.m. Local Time each Business Day. The Business Member will review and provide their Pay/No-Pay Decisions no later than 11:00 a.m. Local Time each Business Day.

    D. VERIFICATION OF CHEQUE RETURNED DECISIONS

    Each Business Day the Business Member must review the status of the prior Business Day activities, including cheques paid, returned and outstanding. If the Business Member is unable to locate or identify the returned entries, the Business Member must contact Servus by 11:30 a.m. Local Time of the same day.

    E. CHEQUE RETURNS AND RETURN REASONS

    The Business Member and all Authorized Users are responsible to adhere to the Payments Canada Rules governing cheque returns, including understanding the definitions and using each cheque return reason for its intended purpose. Infractions of the Payments Canada Rules could result in a cheque return being rejected, additional fees being charged to the Business Member, loss of recourse, and/or termination of the CMP Services.

    1. Returned Items: Items will be returned according to the timeframes and return reasons as set out in the Payments Canada Rules and in this Agreement. Servus will advise the Business Member if completion of a statutory declaration or other form(s) is required.
    2. Fraud Related Cheque Return Reasons: When an Authorized User submits a fraud related cheque return code, Servus may be required to review and take further action on fraudulent and other suspect items. If additional information or documentation is required, Servus will contact the Business Member. The fraud related return codes include:
      • Counterfeit Item
      • Duplicate Payment
      • Material Alteration
      • Signature Irregular/Required/Illegible/Forged OR Unauthorized
    3. Return Conflict: In the event of a conflict or inconsistency between the cheque return reason submitted by the Authorized User and that of Servus, the Servus return reason shall control and supersede any such conflict or inconsistency.
    4. Limited Recourse on Cheque Returns: In some cases, Servus may have limited or no recourse to return a cheque. If this occurs, Servus will contact the Business Member with further instructions and information.