Servicers during the term of the Agreement by City or any of its officers, employees, agents or representatives in connection with the provision of Services and Merchant Services, and includes, without limitation, all financial, technical or business information relating to City, including trade secrets, research and development test results, marketing or business plans, strategies, forecasts, budgets, projections, customer and supplier information, and any other analyses, computations or studies prepared by or for City) confidential, and will not disclose Confidential Information to any person or entity, except disclosures:
(a) to federal and state bank examiners, and other regulatory officials having jurisdiction over Servicers;
(b) to (i) Servicers’ Representatives (including, without limitation, all other banks and companies affiliated with Wells Fargo & Company, and their legal counsel, auditors, and other professional advisors retained by Servicers or their affiliates who need to know the Confidential Information for purposes of the Evaluation), and (ii) any rating agency of Servicers, provided that each such individual or entity is informed of the confidential nature of the Confidential Information, and agrees to treat the Confidential Information as confidential in accordance with terms and conditions no less protective than as set forth in this Agreement;
(c) required by law or legal process in the opinion of Servicers’ Representatives; or
(d) otherwise authorized in writing by City.
In the event that Servicers or any of its Representatives is, in the opinion of Servicers’ counsel, required by applicable law to disclose any Confidential Information, then said Servicers, unless prohibited by law, will provide notice of the legal process to City so that City, at its sole option (but without obligation to do so), and at its sole expense, may attempt to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
A violation by either Servicers of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.
Servicers’ obligations under this section shall survive the completion of services, expiration or termination of this Agreement.
34. News and Information Release. Each party agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from the other parties; with respect to the City, such release must be through the City Representative.
35. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.
36. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
37. Electronic Signature. This Agreement may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]) . The Agreement and the Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party . The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document.
38. Authority. The person signing this Agreement for Bank and WFMS hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Bank or WFMS, respectively.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
THE CITY OF VALLEJO
a municipal corporation
____________________________________
By: Andrew Murray
Its: City Manager
WELLS FARGO BANK, N.A.
______________________________
By: Kristen Trivison
Its: Managing Director
WELLS FARGO MERCHANT
SERVICES, LLC
____________________________________
By: Richard G. Toomey III
Its: Executive Director
ATTEST:
____________________________________
By: Dawn G. Abrahamson
Its: City Clerk
APPROVED AS TO FORM:
____________________________________
By: Veronica A. F. Nebb
Its: City Attorney
EXHIBIT A
SCOPE OF WORK
1. Representatives. The City Representative for this Agreement is:
Rekha Nahar
Finance Director
555 Santa Clara Street Vallejo, CA 94590
telephone number: 707-648-4592
facsimile number: 707-649-5406
The Bank's Representative for this Agreement is:
Zina Monroe
Lead Relationship Manager
Government & Institutional Banking
Wells Fargo Bank, N.A.
1655 Grant Street, 3rd Floor
MAC A0397-031
Concord, CA 94520
Telephone number: 925-852-1061
Facsimile number: 877-357-2406
[email protected]
The WFMS Representative for this Agreement is:
Ely O’Bradovich
Account Manager
Premier Service Relationship Support
Wells Fargo Merchant Services, LLC
1 Western Maryland Parkway
Hagerstown, MD 21740
Telephone: 531-393-4615
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Bank Representative and City's Representative.
2. Services to be Provided. Bank agrees to perform the Services for the City set forth in the attachment to Exhibit B in accordance with Bank’s Service Documentation, provided at Exhibit D, which Services may be amended by the City Manager or Finance Director upon written agreement by Bank. Notwithstanding the foregoing, if during the term of the Agreement, the City requests, and Bank agrees, to provide
additional Services which are governed by additional Service descriptions, pricing or other documents, Bank shall provide a copy of those documents to City and the terms and conditions thereof shall be deemed to be incorporated herein by reference into Exhibit D without the need to either amend the Agreement to add such service descriptions, pricing or other documents as attachments to this Agreement. Pricing for Services added as described in this section will be incorporated by referenced into Exhibit B.
WFMS agrees to perform the Merchant Services for the City set forth in Exhibit E in accordance with WFMS’ Merchant Service Documentation. which Merchant Services may be amended by the City Manager or Finance Director upon written approval by WFMS . Notwithstanding the foregoing, if during the term of the Agreement, the City requests, and WFMS agrees, to provide additional Services which are governed by additional Merchant Service descriptions, pricing or other documents, WFMS shall provide a copy of those documents to City and the terms and conditions thereof shall be deemed to be incorporated herein by reference into Exhibit E without the need to either amend the Agreement to add such service descriptions, pricing or other documents as attachments to this Agreement. Pricing for Services added as described in this section will be incorporated by referenced into Exhibit F.
In approving this Agreement, the City Council hereby authorizes the City Manager or Director of Finance or the designee thereof to execute on City's behalf any instrument(s) necessary to effectuate it.
3. City to Administer Agreement. City hereby designates, appoints and authorizes the City Manager or Finance Director of the City to administer this Agreement, including the power to: (i) authorize the specific services of Servicers pursuant to the provisions of this Agreement, (ii) execute any documents, including service agreements, on behalf of City necessary in the performance of, or pursuant to, this Agreement, (iii) perform those certain acts required or authorized to be performed by such Treasurer by the Banking Statute, (iv) negotiate the price of any Services, the cost of which is not specifically set forth in Agreement, (v) negotiate the price of and execute agreements for other additional services related to the Services for accounts covered by this Agreement, and (vi) Terminate this Agreement pursuant to Section 18. Notwithstanding the forgoing, City will complete Servicers required documentation for designating City personnel with authority in connection with the Services, including but not limi ted to the Bank’s Authorization Certificate for designating Authorized Representatives (as that term is defined int the Authorization Certificate) and each Servicer will rely exclusively on City designations made using the Bank’s provided documents maintained on file by each Servicer.
EXHIBIT B
COMPENSATION
1. Servicers Compensation.
A. Method of Payment . City shall compensate Bank and WFMS, and Bank and WFMS shall accept from City, those fees and expenses set forth in this Exhibit B and Exhibit F to the Agreement, including the attached Pricing Schedule for TM Services and pricing schedule for WFMS set forth in Exhibit F. City shall pay Bank and WFMS monthly in arrears for fees and expenses incurred the prior month for the Services . City may compensate Bank and WFMS with fees or compensating balances, or a combination of the two. Any fees not covered by compensating balances shall be billed to City monthly on account analysis . Account analysis fees may be automatically deducted from accounts of the City held by the Bank and/or WFMS.
B. Price Rates . Servicers rates and prices for Services as set forth in the attached Pricing Schedule for TM Services and Pricing Terms for Merchant Services shall remain fixed at the rates and prices set forth therein for the term of this Agreement .
Servicers reserves the right to pass on any and all direct costs associated with Federal and State Regulations, and payment network agreements , which costs arise solely and directly out of this Agreement or Services provided hereunder, including but not limited to Federal Deposit Insurance Corporation charges.
C. Additional Services:
1. Additional Services are those Services related to the scope of Services of Bank as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided in accordance with Section 25 of the Agreement. City reserves the right to perform any banking services with its own staff or to retain other Banks to perform said Additional Services.
2. Servicers Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Servicers for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.
3. Payments to Bank.
A. City will pay Servicers those fees and expenses set forth in the attached Pricing Schedule for TM Services and the Pricing Terms for Merchant Services and any taxes applicable to each service however designated exclusive of taxes based on Bank's net income. Bank and WFMS may debit City's accounts for any fees and expenses not covered by earnings credits and any taxes that are due, or it may send an invoice to City for such amounts, which City shall promptly pay.
B. All invoices submitted by each of Bank or WFMS shall contain the following information:
1. Description of services billed under this invoice
2. Date of Invoice Issuance
3. Sequential Invoice Number
4. City's Purchase Order Number (if issued)
5. Social Security Number or Taxpayer Identification
Number
6. Amount of this Invoice (Itemize all Reimbursable
Expenses")
C. Request for payment shall be sent
to:
City of Vallejo
Finance Director
555 Santa Clara Street
Vallejo, CA 94590
4. Accounting Records of Servicers . Each Servicer shall maintain for three (3) years after completion of its s ervices hereunder, all records under this Agreement, including, but not limited to, records of Servicers’ direct costs for all services and Additional Services performed under this Agreement and records of Servicers’ Reimbursable Expenses, in accordance with generally accepted accounting principles that are maintained by Servicers in its normal course of business and in accordance with Servicers’ retention practices . Bank shall allow audits of its relevant records with reasonable prior notice during normal business hours in accordance with Bank’s policies for the purpose of verifying the accuracy of amounts charged or compliance with contractual financial and record- keeping requirements. Access to records described in this section does not include audit or inspections of Servicers’ data center, facilities, systems, networks or equipment.
The obligations of Servicers under this section shall survive this Agreement.
5. Taxes. Servicers shall pay, when and as due, any and all taxes incurred as a result of Bank's compensation hereunder, including estimated taxes.
6. Taxpayer Identification Number . Servicers shall provide City with their complete Request for Taxpayer Identification Number and Certification, Form W- 9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.
P
RICING SCHEDULE FOR TM SERVICES
(
ATTACHED)
Pricing Schedule for TM Services
Pricing terms and conditions
The pricing terms and conditions for the term of the contract are as follows:
Retention incentive
The City of Vallejo shall receive the following retention incentives:
• Mana ged ECR based on our Standard ECR + 1.0% which is currently 2.65% • Advantage checking interest rate of Standard Interest + 0.50% which is currently 1.58% • $150,000 retention bonus that can be used to offset account analysis fees, new supplies, etc. to be used within the first 24 months of the contract.
• A fee waiver for all initial programming and one-time setup costs for any new service implemented dur
ing the initial five years of the contract.
• The incentives and pricing above are in addition to the savings in staff cost and bank set -up fees the City will realize by remaining with Wells Fargo Bank.
Contract Term
• Wells Fargo agrees with the initial five-year term upon award. • Any extensions of the contract beyond the initial five years will be accepted on the followin g c
onditions:
• We reserve the right to adjust the initial accepted unit pricing based on market conditions and/or prevailing prices at the time of each extension period. • All extensions are to be mutually agreed upon by both parties.
Attachment 1 and additional pricing
• Pricing to the City is based on upcoming changes to some of our billing strategies. These s
trategies include the consolidation of some existing billing elements. Upon award of the contract, the City’s current pricing will continue in place for the remainder of 2024 and the proposed pricing will commence on January 1, 2025.
• Given the complexity of the recommended new banking services in this response, we reserve the r
ight to negotiate pricing for those services at the time the City chooses to implement them. • We have included additional information that discloses billing elements that the City may reasonably see as a part of the usage of specific products or services but are not required billing elements.
• All pricing in this response is confidential.
ECR
• Wells Fargo sets our standard ECR internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate and competitor ECRs. We do not usually us e i
ndexes, such as the Treasury Bill (T-Bill), to set the standard rate. We set the rate at our discretion and may adjust it during the month, and during the contracted period, to react to market changes.
SERVICE DESCRIPTION
AVERAGE MONTHLY
VOLUME (A)
PROPOSED UNIT
PRICE (B)
TOTAL MONTHLY FEE
(C = A x B)
ESTIMATED TOTAL
ANNUAL FEE (C x 12)
General Account Services
CONTROLLED DISBURSMENT CREDITS POSTED 39 $0.0070 $0.2730 $3.2760 DESKTOP DEPOSIT-DEPOSIT CREDITED 130 $1.0000 $130.0000 $1,560.0000 QUARTERLY TAX STATEMENT 1 $5.0000 $5.0000 $60.0000
ONLINE TAX PAYMENT 6 $1.5000 $9.0000 $108.0000
ONLINE TAX SUBSCRIPTION 1 $5.0000 $5.0000 $60.0000
ACCOUNT MAINTENANCE 16 $5.0000 $80.0000 $960.0000
ZERO BALANCE MASTER ACCOUNT MAINT 1 N/A N/A N/A
ZERO BALANCE MONTHLY BASE 10
$5.0000 $50.0000 $600.0000
DEBITS POSTED 344 $0.1000 $34.4000 $412.8000
DDA STATEMENT - PAPER 6 $5.0000 $30.0000 $360.0000
DDA STATEMENT - SPECIAL INSTRUCTION 2 $5.0000 $10.0000 $120.0000 Subtotal $353.6730 $4,244.0760
Lockbox Services (includes E-Box Payment Consolidator)
E-BOX PAYMENT 2,949 $0.1000 $294.9000 $3,538.8000
E-BOX MONTHLY MAINT (W/CROSS REF) 1 $100.0000 $100.0000 $1,200.0000 E-BOX STOP FILE MONTHLY BASE 1 $50.0000 $50.0000 $600.0000 E-BOX REPORTING PACKAGE MTHLY BASE 1 $50.0000 $50.0000 $600.0000 E-BOX REVERSAL REPORTING MTHLY BASE 1 $20.0000 $20.0000 $240.0000 E-BOX SUSPENDED PAYMENT PER ITEM 12 $0.0500 $0.6000 $7.2000 LOCKBOX PER IMAGE ONLINE DOWNLOAD 9,000 N/A N/A N/A
LOCKBOX MONTHLY BASE 1
$100.0000 $100.0000 $1,200.0000
LOCKBOX TRANSMISSION MONTHLY BASE 1 $125.0000 $125.0000 $1,500.0000 LOCKBOX ONLINE DECISION MTHLY BASE 1 $75.0000 $75.0000 $900.0000 LOCKBOX NON-TRUNCATE PKG PREP MO BASE 1 N/A N/A N/A
LOCKBOX CHECKS 4,315
$0.0000 $0.0000 $0.0000
LOCKBOX TOTAL PAYMENTS PROCESSED 4,566 $0.2000 $913.2000 $10,958.4000 LOCKBOX STANDARD ITEM PROCESSED NON SCAN 349 $0.3000 $104.7000 $1,256.4000 LOCKBOX MULTI PAYMENT 372 N/A N/A N/A
LOCKBOX PARTIAL PAYMENT 343 N/A N/A N/A
LOCKBOX REMIT PROCESSED CASH 1
$5.0000 $5.0000 $60.0000
LOCKBOX MICR DATA CAPTURE 4,315 N/A N/A N/A
LOCKBOX MICR CAPTURE NON-SCANNABLE 349 N/A N/A N/A
LOCKBOX MULTIPLE PAYEE 349
$0.1000 $34.9000 $418.8000
LOCKBOX CORRESPONDENCE / REJECTS 104 $0.3000 $31.2000 $374.4000 LOCKBOX ONLINE DECISION EXCEPTN POST 105 $0.1000 $10.5000 $126.0000 LOCKBOX ONLINE DECISION ITEMS REJECT 98 $1.0000 $98.0000 $1,176.0000 LOCKBOX IMAGING - SCANNABLE 8,881 $0.0400 $355.2400 $4,262.8800 LOCKBOX IMAGING NON-SCANNABLE 355 $0.0400 $14.2000 $170.4000 LOCKBOX 7 YEAR B/W IMAGE ARCHIVE 9,236 N/A N/A N/A
LOCKBOX VALUE ADDED KEYING - NON SCAN 11,306
$0.0150 $169.5900 $2,035.0800
LOCKBOX FIRST CLASS POSTAGE PKG 17 $3.5000 $59.5000 $714.0000 LOCKBOX DAILY DEPOSIT CUT 22 N/A N/A N/A
LOCKBOX TRANSMISSION ITEM 4,915
$0.0100 $49.1500 $589.8000
LOCKBOX CEO SUBSCRIPTION MTHLY BASE 1 N/A N/A N/A
E-BOX PAYMENT RETURN 5
$0.1000 $0.5000 $6.0000
E-BOX PAYMENT REVERSED 1 $0.1000 $0.1000 $1.2000
Subtotal $2,661.2800 $31,935.3600
Depository Services
ONLINE RETURN ITEM SUBSCRIPTION PER ACCT 1 $0.0000 $0.0000 $0.0000 ONLINE RETURN DECISIONING PER ITEM 25 $0.0500 $1.2500 $15.0000 MISCELLANEOUS CREDITS POSTED 94 $1.0000 $94.0000 $1,128.0000 CASH VAULT COIN FURNISHED - ROLLED 30 $0.1200 $3.6000 $43.2000 CASH VAULT MONTHLY BASE 1
N/A N/A N/A
CASH VAULT CASH ORDER-TOUCHTONE 2
$7.0000 $14.0000 $168.0000
CASH VAULT CURRENCY/COIN DEPOSITED 386,591 $0.0010 $386.5910 $4,639.0920 CASH VAULT CURRENCY FURN-NONSTD 100 $0.0010 $0.1000 $1.2000 CASH VAULT CURRENCY FURNISHED 900 $0.0010 $0.9000 $10.8000 DEPOSIT LOCATION REPORTING - ITEM 173 $0.1000 $17.3000 $207.6000 DESKTOP DEPOSIT-DEPOSITED ITEM ON US 591 $0.0500 $29.5500 $354.6000 DESKTOP DEPOSIT-DEPOSITED ITEM 1,826 $0.0500 $91.3000 $1,095.6000 ELECTRONIC DEPOSIT - DEP ADJUSTMENT 1 $26.2500 $26.2500 $315.0000 ATTACHMENT 1 - PRICE PROPOSAL
If the institution does not or cannot provide a specific requested service, please indicate "no proposal" and, if appropriate, recommend an alternate service. If your firm does not charge for a particular service, please indicate "no charge." If your firm has additional costs or sub-categories associated with the requested service, add those line items. If the cost differentiates by volume of transactions, add all tiers. All volumes shown are estimates, not guaranteed.
Where there is a discrepancy between item unit price and extended total, the unit price will govern.
SERVICE DESCRIPTION
AVERAGE MONTHLY
VOLUME (A)
PROPOSED UNIT
PRICE (B)
TOTAL MONTHLY
FEE (C = A x B)
ESTIMATED TOTAL
ANNUAL FEE (C x 12)
Depository Services-cont'd
WHOLESALE LOCKBOX - DEPOSITED CHECK 4,663 $0.0400 $186.5200 $2,238.2400 CV CASH ONLY OR CHECK ONLY DEPOSIT 34 $2.0000 $68.0000 $816.0000 ONLINE RETURN ITEM - CHARGEBACK 5 $1.0000 $5.0000 $60.0000 ONLINE RETURN ITEM RETRIEVAL-IMAGE 5 $0.5000 $2.5000 $30.0000 ONLINE RETURN ITEM SERVICE MTHLY BASE 4 $0.0000 $0.0000 $0.0000 ONLINE RETURN ITEM - CHARGEBACK 9 $1.0000 $9.0000 $108.0000 ONLINE RETURN ITEM RETRIEVAL-IMAGE 9 $0.5000 $4.5000 $54.0000 ONLINE RETURN ITEM SPECIAL INSTRUCTIONS 9 $0.5000 $4.5000 $54.0000 ONLINE RETURN ITEM SPECIAL INST MTHLY BASE 1 $5.0000 $5.0000 $60.0000 ONLINE RETURN ITEM REDEPOSITED 11 $0.5000 $5.5000 $66.0000 Subtotal $955.3610 $11,464.3320
Electronic Disbursement Services
POSITIVE PAY EXCEPTION - ONLINE IMAGE 4 $0.5000 $2.0000 $24.0000 PYMT AUTH MAX CHECK MTHLY BASE 1 $2.5000 $2.5000 $30.0000 CHECK CASHING THRESHOLD MO BASE 10 $1.0000 $10.0000 $120.0000 OTC DEBIT BLOCK MONTHLY BASE 10 $1.0000 $10.0000 $120.0000 CHECKS PAY TO INDIV BLOCK MO BASE 10 $1.0000 $10.0000 $120.0000 PYMT AUTH MAX CHECK MTHLY BASE 10 $2.5000 $25.0000 $300.0000 POSITIVE PAY MONTHLY BASE 1 $10.0000 $10.0000 $120.0000 POSITIVE PAY ONLY - ITEM 40 $0.0500 $2.0000 $24.0000
ONLINE IMAGE VIEW < 90 DAYS - ITEM 3
N/A N/A N/A
POSITIVE PAY EXCEPTIONS - ITEM
1 $1.0000 $1.0000 $12.0000
PYMT AUTH MAX CHECK MTHLY BASE 3 $2.5000 $7.5000 $90.0000 POSITIVE PAY MONTHLY BASE - BASIC 1 $10.0000 $10.0000 $120.0000 STOP PAYMENT - ONLINE 12 $2.5000 $30.0000 $360.0000
ONLINE IMAGE VIEW < 90 DAYS - ITEM 5 N/A N/A N/A
ONLINE IMAGE VIEW > 90 DAYS - ITEM
8 N/A N/A N/A
IMAGE PAID CHECK MONTHLY BASE
2 $75.0000 $150.0000 $1,800.0000
POS PAY CHECKS WITH NO ISSUE RECORD 1 $0.5000 $0.5000 $6.0000 ONLINE CONTROLLED DISB SUBSCRIPTION BASE 2 $10.0000 $20.0000 $240.0000 CONT DISB ACCT MAINT W/CXSTR 1 $20.0000 $20.0000 $240.0000 CONT DISB PERFECT PRESNT BASE 2 $20.0000 $40.0000 $480.0000 CONT DISB CHECKS PAID 95 $0.0500 $4.7500 $57.0000
CONT DISB PERFECT PRESNT EXCEP 2 $1.2500 $2.5000 $30.0000 CONT DISB ACCT MAINT W/CXSTR 1 $20.0000 $20.0000 $240.0000 CONT DISB CHECKS PAID 857 $0.5000 $428.5000 $5,142.0000 DDA CHECKS PAID 352 $0.0500 $17.6000 $211.2000
IMAGE PAID CHECK PER CD 2 N/A N/A N/A
STOP PAYMENT - PAPER CONFIRMATION
14 $2.0000 $28.0000 $336.0000
PAYEE VALIDATION STANDARD-ITEM 1,010 $0.0150 $15.1500 $181.8000 PAYEE VALIDATION MANUAL REVIEW/ITEM 77 $0.2500 $19.2500 $231.0000 CONT DISB CASHED CHECK-FLOAT FEE 3 $0.0500 $0.1500 $1.8000 IMAGE PAID CHECK PER ITEM 1,281 $0.0400 $51.2400 $614.8800 CONT DISB MICR REJECTS >1% THRU 2% 15 $1.2500 $18.7500 $225.0000 Subtotal $956.3900 $11,476.6800
Online Disbursements Reconciliation Services
ONLINE CHECK ISSUES-ITEM 16 $20.0000 $320.0000 $3,840.0000 ARP MONTHLY BASE - FULL 2 $10.0000 $20.0000 $240.0000
ARP FULL RECON-ITEM 2 $0.0300 $0.0600 $0.7200
ARP ONLINE STATEMENT/REPORT DELIVERY 3 $5.0000 $15.0000 $180.0000 ARP ONLINE STMT/REPORT MONTHLY BASE 3 $5.0000 $15.0000 $180.0000 ARP AGED ISSUE RECORDS ON FILE-ITEM 91 $0.0005
$0.0455 $0.5460
ARP MONTHLY BASE - PARTIAL 1 $10.0000 $10.0000 $120.0000 ARP OPTIONAL REPORTS 1 $3.0000 $3.0000 $36.0000
ONLINE ARP STMT & RPTS MONTHLY BASE 2 $5.0000 $10.0000 $120.0000 Subtotal $393.1055 $4,717.2660
General ACH Services
ARP MONTHLY BASE - FULL 3 $10.0000 $30.0000 $360.0000
ARP FULL RECON-ITEM 26 $0.0300 $0.7800 $9.3600
ARP OUTPUT - TRANSMISSION 3 $5.0000 $15.0000 $180.0000
ARP OPTIONAL REPORTS 6 $3.0000 $18.0000 $216.0000
ARP ONLINE STATEMENT/REPORT DELIVERY 2 $5.0000 $10.0000 $120.0000 ARP ONLINE STMT/REPORT MONTHLY BASE 2 $3.0000 $6.0000 $72.0000 ARP AGED ISSUE RECORDS ON FILE-ITEM 75 $0.0005 $0.0375 $0.4500 OUTGOING TRANSMISSION - PER ITEM 952 $0.0100 $9.5200 $114.2400 ACH ONLINE SUBSCRIPTION - ACCOUNT 5 $10.0000 $50.0000 $600.0000 ELECTRONIC CREDITS POSTED 619 $0.1000 $61.9000 $742.8000 ACH MONTHLY BASE 3 $10.0000 $30.0000 $360.0000
ACH ONE DAY ITEM 1,895 $0.0250 $47.3750 $568.5000
SERVICE DESCRIPTION
AVERAGE MONTHLY
VOLUME (A)
PROPOSED UNIT
PRICE (B)
TOTAL MONTHLY
FEE (C = A x B)
ESTIMATED TOTAL
ANNUAL FEE (C x 12)
General ACH Services-cont'd
ACH TWO DAY ITEM 1,383 $0.0250 $34.5750 $414.9000
ACH RECEIVED ITEM 125 $0.1000 $12.5000 $150.0000
ACH RETURN ADMIN -MANUAL 5 $11.0000 $55.0000 $660.0000
ACH RETURN ITEM-MANUAL 3 N/A N/A N/A
ACH TRANSMISSION CHARGE
7 $5.0000 $35.0000 $420.0000
ACH TRANSMISSION SPECIAL 2 $5.0000 $10.0000 $120.0000
ACH FAX SERVICE 31 $1.0000 $31.0000 $372.0000
ACH ONLINE FRAUD FILTER STOP MTHLYBASE 11 $5.0000 $55.0000 $660.0000 ACH ONLINE FRAUD FILTER REVIEW MO BASE 2 $5.0000 $10.0000 $120.0000 ACH FRAUD FILTER STOP MTHLYBASE 6 $5.0000 $30.0000 $360.0000 ACH FRAUD FILTER REV MTHLY BASE 1 $5.0000 $5.0000 $60.0000 ACH NOC - FAX ADVICE 16 N/A N/A N/A
Subtotal $556.6875
$6,680.2500
Electronic Data Interchange Services
REC MGR OR E-BOX TRANSMISSION 27 $10.0000 $270.0000 $3,240.0000 RECEIVABLES MANAGER MONTHLY BASE 1 $100.0000 $100.0000 $1,200.0000 Subtotal $370.0000 $4,440.0000
Wire & Other Funds Transfer Service
WIRE MONTHLY DDA BASE - VOICE 1 $0.0000 $0.0000 $0.0000 WIRE SECURITY PIN MONTHLY BASE 6 $0.0000 $0.0000 $0.0000 WIRE MAIL CONFIRMATION 4 NO CHARGE NO CHARGE NO CHARGE
WIRE IN - DOMESTIC 2 $5.0000 $10.0000 $120.0000
WIRE TEMPLATE STORAGE MONTHLY BASE 1 $0.2500 $0.2500 $3.0000 WIRE BOOK TRANSFER - ONLINE 15 $2.5000 $37.5000 $450.0000 WIRE OUT DOMESTIC - ONLINE 11 $2.5000 $27.5000 $330.0000 Subtotal $75.2500 $903.0000
Information Services
DESKTOP DEPOSIT MONTHLY BASE 1 $20.0000 $20.0000 $240.0000 ONLINE WIRE XFR DETAIL US ACCT ITEM 4
N/A N/A N/A
ONLINE SEARCH
33 N/A N/A N/A
ONLINE PREV DAY REPORTING MAINTENANCE
19 $25.0000 $475.0000 $5,700.0000
ONLINE PREV DAY REPORTING ITEMS LOADED 2,747 $0.3500 $961.4500 $11,537.4000 ONLINE INTRADAY REPORTING MAINTENANCE 1 N/A N/A N/A
ONLINE EVENT MESSAGING SERVICE - EMAIL
104 N/A N/A N/A
ONLINE WIRE XFR DETAIL US ACCT MO BASE
4 N/A N/A N/A
INFO REPORTING HISTORY STORAGE 120
7,796 N/A N/A N/A
ARP DATA QUERY REPORT MTHLY BASE
1 $0.0000 $0.0000
Subtotal $1,456.4500 $17,477.4000
Investment Custody Services
SWEEP INVEST MTHLY BASE 2 $0.0000 $0.0000 $0.0000
Subtotal $0.0000 $0.0000
Merchant Services Fees
Include Interchange Fee plus all other fees. Show details. SEE BELOW SEE BELOW SEE BELOW TOTAL $7,778.1970 $93,338.3640
Treasury Management Proposal
City of Vallejo Additional Fees to Disclose
AFP
Code Service Description Charge Basis Price
ACH Fraud Filter
251050 ACH BLOCK/FRAUD FILTER STOP BASE Account 5.00000 251052 ACH FRAUD FILTER STOP - ITEM Transaction filtered 2.00000 251053 ACH FRAUD FILTER REVIEW - ITEM Transaction filtered 2.00000 ACH Origination
250302 ACH RETURN ADMIN -ELECTRONIC Return 2.50000
250302 ACH RETURN ITEM-ELECTRONIC Return 2.50000
250642 ACH REVERSAL - ITEM Reversal 10.00000
250302 ACH NOC - ELECTRONIC Transaction 2.50000
ACH Receive
250220 ACH RECEIVED ADDENDA Addenda record 0.00160
Account Reconcilement
400225 ARP DATA QUERY REPORT MTHLY BASE Account 20.00000 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM Transaction 0.00500 400225 ARP STMTS & RPTS (CSV/EXCEL) BASE Account 10.00000 Branch Services
100040 CASH ORDER FEE IN A WF BRANCH Transaction 15.00000 100040 ROLLED COIN FURNISHED BY WF BRANCH Coin roll 0.80000 100040 CURRENCY FURNISHED BY WF BRANCH Dollar 0.00600
150500 WF CHK CASHED FOR NONACCT HOLDER Check cashed 10.00000 Cash Vault
100100 CASH VAULT DEPOSIT Deposit 2.00000
100520 CASH VAULT ADJ ADVICE - US MAIL Advice/notification 1.50000 100501 CASH VAULT DEP - ADJUSTMENT Adjustment 8.00000
E-BOX Service
059999 E-BOX PAYMENT RETURN Return 0.10000
Gen Acct Services Recoupment
000230 RECOUPMENT MONTHLY Deposit assessment 0.12750
000230 RECOUPMENT MONTHLY IB Deposit assessment 0.12750
AFP
Code Service Description Charge Basis Price
Incoming Wire Transfers
350330 WIRE IN REPAIR Exception 9.00000
Information Reporting
400425 PREMIUM INFO RPTG BASE PER ACCT account 40.00000 400052 PLUS INFO RPTG BASE PER ACCT account 25.00000
400055 Reporting Items Loaded item loaded 0.03500
MSC-TM
050410 LBX PKG US MAIL DELIVERY $ pass through 1.00000
Paper Checks Deposited
100224 DEPOSITED CHECK Check deposited 0.07000
Positive Pay
150222 POSITIVE PAY EXCEPTION CHECKS RETND Check returned 3.50000 150030 POSITIVE PAY ONLY MONTHLY BASE Account 10.00000
Sweep
450405 SWEEP ACCOUNT POSITION REPORT Sweep master account 40.00000 450403 SWEEP STAGECOACH MUTUALFND ELECTNIC Statement 0.00000 Wells Tax
010000 WELLSTAX RECEIPT Receipt 2.00000
Wholesale Lockbox
050412 LBX COURIER DELIVERY PER PACKAGE 9.00000
050000 LBX REMIT PROCESSED EXPRESS MAIL Remittance 2.50000 050410 LBX USPS DELIVERY PER PACKAGE 3.50000
Wires Origination and Reporting
400832 WIRE TEMPLATE - CEO Occurrence 0.00400
Treasury Management Proposal
City of Vallejo
AFP
Code Service Description Charge Basis Price
MERCHANT CARD SERVICES
070223 ACCOUNT UPDATER REQUEST/RESPONSE Record 0.10$
070223 PMT GATEWAY ACTIVE TERMINAL FEE Request 5.00$
070223 PMT GATEWAY CREDIT CARD TRANS Transaction 0.10$
070223 PMT GATEWAY CREDIT CP TRANS Request
070223 PMT GATEWAY ELECTRONIC CHECK TRANS Transaction 0.15$ ACH Origination fees apply
070223 PMT GATEWAY MONTHLY BASIC Account 31.00$
070223 PMT GATEWAY SUBSCRIPTION TRANS Request 0.02$
ELEC BILL & INVOICE PRESENTMENT SVC
310204 E-BILL EXPRESS CREDIT MEMOS Account 250.00$
310001 E-BILL EXPRESS IVR BASE Setup 550.00$
310001 E-BILL EXPRESS TEXT BASE Setup 200.00$
310423 E-BILL EXPRESS IVR PER MINUTE Minute 0.11$
310502 E-BILL EXPRESS-AR FILE VIA SAFE Transaction 175.00$ 310113 E-BILL EXPRESS-BILL FILE VIA SAFE Transaction 15.00$ 310205 EBILL EXPRESS PER TEXT FEE Transaction 0.04$
310200 EBILLEXPRESS-PER BILL RECORD LOADED Record 0.07$
INTERNET PAYMENT INIT PORTAL SVCS
320000 E-BILL EXPRESS PROF MONTHLY BASE Setup 475.00$
320000 E-BILL EXPRESS QP/LITE MONTHLY BASE Setup 325.00$ 320100 E-BILL EXPRESS PAYMENT Payment 0.25$
320100 EBILL EXP CC PMT SURCHARGE Request 0.01$
Setup Charges
070223 PMT GATEWAY SET UP Account 125.00$
310601 E-BILL EXPRESS IVR SETUP Setup 2,250.00$
310601 E-BILL EXPRESS PROFESSIONAL SETUP Setup 3,250.00$ 310601 E-BILL EXPRESS QP/LITE SETUP Setup 1,750.00$
310601 EBILL EXPRESS API SETUP Setup 6,000.00$
310601 EBILL EXPRESS SETUP EDR SSO RTPB Setup 3,000.00$ 310601 E-BILL EXPRESS CUSTOM SERVICES Hour 250.00$
Disclosures
We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided.
This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing.
Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit:
Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_QRG.pdf Element Glossary - PDF: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/cas_elem_gloss.pdf Element Glossary - Excel: https://wellsoffice.wellsfargo.com/ceopub/assets/mso/PRC/client_analysis_stmt/cas_elem_gloss.xlsx Regarding your services
Alerts Service
Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for the first 80 events/alerts per month, per delivery mechanism (email or text). There is no per company cap for billing.
Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.
This message may contain confidential and/or privileged information. If you are not the addressee or authorized to receive this for the addressee, you must not use, copy, disclose, or take any action based on this message or any information herein. If you have received this message in error, please advise the sender immediately by reply email and delete this message.Thank you for your cooperation. © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution.
EXH
IBIT C
I
NSURANCE REQUIREMENTS
S
ervicers shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Servicers, their agents, representatives, or employees or subcontractors.
1. M
inimum Scope of Insurance. Coverage shall be at least as broad as:
A. I
nsurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
B. I
nsurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.
C. W
orkers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
D. P
rofessional Liability insurance appropriate to the Servicers’ profession (Errors and Omission).
2. M
inimum Limits of Insurance. Servicers shall maintain limits no less than:
A. G
eneral Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
B. A
utomobile Liability: $1,000,000 per accident for bodily injury and property damage.
C. W
orkers' Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease . If Servicers are not subject to California Workers' Compensation requirements, Servicer shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.
D. P
rofessional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.
3. D
eductible and Self -Insured Retention. Servicers are solely responsible for any deductibles or self -insured retentions and will not seek contribution from the City for those amounts.
4. O
ther Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:
A. T
he City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Servicers; products and completed operations of the Servicers ; premises owned, occupied or used by the Servicers; or automobiles owned, leased hired or borrowed by the Servicers . The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.
B. F
or any claims related to this project, the Servicers’ insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Servicers’ insurance and shall not contribute with it.
C. A
ny failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.
D. S
ervicers insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
E. S
ervicers shall not suspend, void, cancel, reduce in coverage or in limits its insurance policies except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
5. A
cceptability of Insurers . Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VII.
6. V
erification of Coverage. Servi cers shall furnish the City with certificates of insurance and endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.
7. P
ayment Withhold. City will withhold payments to Servicers if the certificates of insurance and endorsements required herein are canceled or Servicers otherwise cease to be insured as required herein.
EXH
IBIT D
BANK’S SERVICE DOCUMENTATION
(Attached)
© 2024 Wells Fargo Bank, N.A. Member FDIC.
Updated: June 2024
Commercial Account Agreement
Effective June 2024
Contents
02 About this agreement
03 Resolving disputes
through arbitration
04 Important legal information
05 Statements and other
notices relating to your
deposit account
09 Rights and responsibilities
01 Welcome to Wells Fargo 15 Checking and savings
accounts
17 Electronic check
indemnifications
18 Funds availability policy
20 Available balance, posting
order, and overdrafts
21 Additional rules for checks
and withdrawals
23 Your account ownership
24 Interest-earning accounts
25 Time Accounts (CDs)
26 Electronic banking services
28 Selected services
Welcome to Wells Fargo
Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you opened your account. Please review this account agreement for further details about your account and related services.
What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? Customer is "company", "you", "your", or "yours".
Wells Fargo Bank, N.A. is "Wells Fargo", "bank", "we", "us" or "our". This Commercial Account Agreement and the disclosures listed below constitute the "Agreement":
- The pricing information and other account-related information - Our privacy policy
- Our rate sheets for interest-bearing accounts
- Any additional disclosures we provide to you about your account and related services When can you begin using your account?
We will notify you when your account and related services may be used. We reserve the right to restrict use of your account and related services until we have approved your use of the account and services and completed setting them up.
You should not attempt to use your account or provide any information about your account to any third-party until we have confirmed that your account is available to process transactions.
2 Commercial Account Agreement
About this Agreement
What information does the Agreement contain?
The Agreement:
Explains the terms of your banking relationship with Wells Fargo and applies to new and existing accounts and services, and
Replaces all prior deposit agreements including any oral or written representations.
You are responsible for ensuring that any signer on your account is familiar with this Agreement.
We suggest you keep a copy of this Agreement - and any further information we provide you about changes to this Agreement - for as long as you maintain your Wells Fargo accounts.
Words with specific meanings
Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement.
Affiliate
A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company.
Account
Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family or household purposes. Examples of accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity.
Business day
Every day is a business day except Saturday, Sunday, and federal holidays.
Collected balance
The collected balance is the ledger balance in your account less the deposit float.
Deposit float
The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your collected balance as a result of the Bank's or applicable affiliate's collection schedule.
Investable balance
The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Reserve Bank and other adjustments.
Item
An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include checks, drafts, and electronic transactions, including ACH. Paper items may be referred to as checks in this Agreement.
Ledger balance
The ledger balance is the balance in your account after all debits and credits for the business day have been posted.
3 Commercial Account Agreement
Overdraft
An overdraft is a negative available balance in your account.
Signer
A person who has your actual or apparent authority to transact business in connection with your account and services.
We may rely solely on our records to determine the form of ownership of and the signers on your account.
Are we allowed to change the Agreement?
Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification.
Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the modification and its effective date by a message in your account statement or by any other appropriate means.
Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more occasions, it does not mean we are obligated to waive the same right on any other occasion.
How do you consent to the Agreement and any future modifications to the Agreement? By signing the Agreement or using your account or service, you consent to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes.
Can you consent to the Agreement electronically?
Yes. You may consent to the Agreement using your "Electronic Signature", as defined in the Electronic Signatures in Global and National Commerce Act ("ESIGN Act"), and we may accept your Electronic Signature on any other account- related document. Under the ESIGN Act, your Electronic Signature will constitute your original and binding signature. The fact that you sign using your Electronic Signature will not, by itself, be grounds for invalidating the document.
What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by us and applied in a manner consistent with those laws. Any term of the Agreement that a court of competent jurisdiction determines to be invalid will be modified accordingly. In either case, the modification will not affect the enforceability or validity of the remaining terms of the Agreement.
With whom will we communicate about your account?
We may provide you or a signer with information about your account. When we receive information from a signer, we treat it as a communication from you. You agree to notify us promptly in writing if a signer no longer has authority on your account.
Resolving disputes through arbitration
Arbitration Agreement between you and Wells Fargo
Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state whose laws govern your account, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English.
4 Commercial Account Agreement
Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies, including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection.
Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class.
Neither Wells Fargo nor you will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.
Important legal information
What laws govern your account?
The laws governing your account include:
Laws, rules, and regulations of the United States, and Laws of the state in which the office that maintains your account is located, without regard to its conflicts of laws principles.
If a different state law applies, we will notify you.
Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles.
What are our rules on illegal transactions?
You must not use your account or any relationship you may have with us for any illegal purpose, including "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. In our discretion, we may block or otherwise prevent or prohibit those transactions and, further, we may close the account or end our relationship with you.
Are we your fiduciary?
No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi- fiduciary, or special relationship between you and us.
Will any person or entity be considered a third-party beneficiary under this Agreement? No. No other person or entity will be considered to be a third-party beneficiary under this Agreement.
Can you use our name or refer to our relationship without our consent? No. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral or written approval for such use.
5 Commercial Account Agreement
What is the controlling language of our relationship?
English is the controlling language of our relationship with you. If there is a discrepancy between our English- language and translated materials, the English version prevails over the translation.
How will we contact you about your account?
For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail.
We are permitted to use any address, telephone number or email address you provide. You agree to provide accurate and current contact information and only give us telephone numbers and email addresses that belong to you.
When you give us a telephone number, you are providing your express consent permitting us (and any party acting on behalf of Wells Fargo) to contact you by calling or texting that telephone number. When we call you, you agree that we may leave prerecorded or artificial voice messages. You also agree that we may use automatic telephone dialing systems in connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or other communication service for which the called party may be charged.
What courts may be used to resolve a dispute?
Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or the Agreement, including the enforcement of the Arbitration Agreement and the entry of judgment on any arbitration award, will be venued exclusively in the state or federal courts in the state whose laws govern your account, without regard to conflict of laws principles.
Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity for each statement period. We will do the same with notices. We will send all account statements and notices to the postal or electronic address associated with your account.
Combined account statements: To reduce the number of separate account statements you receive each month, we may combine statements if you have more than one deposit account.
If we provide a combined account statement for your accounts, we consider your first account as your primary account. You will receive your account statement at the address listed for your primary account. Statements for accounts in a combined statement will be delivered according to the delivery preference of the primary account.
When are your account statements and notices considered received? If there is more than one signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail.
Mailed account statements: When we mail your account statement or notices, we consider it received by you on the second business day after mailing it.
Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business Online® Banking or Wells Fargo VantageSM platform f/k/a Commercial Electronic Office® (CEO®), as applicable, after the end of the statement period. You will be notified by email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online.
6 Commercial Account Agreement
What happens if your account statements or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if:
Two or more account statements or notices are returned to us through the mail because of an incorrect address, or We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or Vantage, as applicable, and we receive email notifications that our message is undeliverable.
In either event, we may:
- Discontinue sending account statements and notices, and - Destroy account statements and notices returned to us as undeliverable How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your account statements and notices available to you at any time by notifying us of your request by telephone or email. We will act on your request within a reasonable time after we receive it. Unless you instruct otherwise, we may change the postal or email address only for the accounts you specify or for all or some of your other accounts with us.
Address changes we make: We may update your listed address without a request from you if we:
- Receive an address change notice from the U.S. Postal Service, - Receive information from another party in the business of providing correct address details that your actual address does not match the listed address for your account or card, or - Identify a need to rely on another address you have provided us.
When are notices you send to us effective?
Any notice from you is effective once we receive it and have a reasonable opportunity to act on it.
What obligations do you have to review account statements and notices and notify us of unauthorized transactions or errors?
You are obligated to:
Examine your account statements and notices promptly and carefully. Notify us promptly of any errors.
Notify us within 30 days after we have made your account statement or a notice available to you of any unauthorized transaction on your account. Note: If the same person has made two or more unauthorized transactions and you do not notify us of the first one within this 30-day period, we will not be responsible for unauthorized transactions made by the same wrongdoer.
Notify us within 6 months after we have made your account statement or a notice available to you if you identify any endorsements which are unauthorized or missing, or other errors relating to endorsements on your checks.
You can notify us of unauthorized transactions or errors on your account statement by promptly:
Calling the telephone number listed on your account statement or in notices, or Sending us a written report (if instructed by us) as soon as possible, and at least within the specified time frames.
Funds transfers are subject to different time periods for notification of errors, as described in the "Fund transfer services" part of this Agreement. Common examples of fund transfers are ACH, wire transfers, and Instant Payments.
What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement.
7 Commercial Account Agreement
When is a check unauthorized?
A check is unauthorized when it is:
Not signed by a signer on your account, or you have not otherwise authorized or benefitted from it, Forged, or
Altered (for example, the amount of a check or the payee's name is changed).
What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to:
Complete and return the claim form and any other documents we require, Notify law enforcement, and
Cooperate fully with us in our investigation.
We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate fully with us in our investigation or recovery efforts, or we determine the transaction was authorized.
Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your account and items drawn on your account or deposited to it. You acknowledge that there is a growing risk of losses resulting from unauthorized items. To help prevent fraud and protect your assets, we recommend that you take these preventive measures:
Assign responsibilities for your account to multiple individuals. The individuals who reconcile statements for your account should be different from the individuals who issue items drawn on your account. Reconcile statements for your account as you receive them; notify us promptly of any problem. Contact us promptly if you do not receive the statement for your account when you would normally expect to. Watch for checks cashed out of sequence or made out to cash. These are classic red flags for embezzlement. Secure your supply of checks at all times. Stolen checks are a common method of fraud. Periodically reassign accounting duties, such as reconciling your account or making a deposit. Review your transaction activity for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate fraud.
Destroy any checks that you do not intend to use.
Use tamper resistant checks at all times.
Notify us promptly when a signer's authority ends so that the signer's name can be deleted from our records for your account, and online access or any cards that we have issued to the signer can be cancelled. Do not sign blank checks.
Obtain insurance coverage for these risks.
This is not an exhaustive list and there may be additional preventive measures you may take to prevent fraud and protect your account.
Protection against unauthorized items
Does Wells Fargo offer services to help prevent fraud on your account? Yes. We offer services for your account that provide effective means for controlling the risk from unauthorized items.
Examples of these services include:
Positive Pay, Positive Pay with payee validation, and Reverse Positive Pay ACH fraud filter, and
Payment authorization service.
8 Commercial Account Agreement
In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these practices is an "industry best practice." Dual custody is an example of an industry best practice. With dual custody, when one user initiates an action, like a payment or a change in the set-up of a service, the action does not take effect until a second user approves the action using a different computer or mobile device than one used to initiate the action.
What are potential consequences if you do not implement a fraud prevention service or industry best practice Wells Fargo has recommended?
If we have expressly recommended you use a fraud prevention service or industry best practice and you either (a) decide not to implement or use the recommended service or industry best practice, or (b) fail to use it in accordance with the applicable service description or other applicable documentation, then you will be treated as having assumed the risk of any losses that could have been prevented or mitigated by correct use of the recommended fraud prevention service or industry best practice.
Lost or stolen checks; unauthorized items
If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we will be relieved of any liability for those items. Upon receipt of any notice from you, we - without any liability to you - will dishonor any item you, or any signer, has indicated is unauthorized and may:
Close your account and open a new account for you, or Pay any item presented for payment on your account, provided you have instructed us to pay that item and given us its number.
If we open a new account for you and you have authorized a third-party to automatically make regular deposits to or withdrawals from your account (such as wire or ACH transfers), we will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you because you did not notify that third-party in a timely fashion of the number of your new account.
When does your account become dormant?
Checking accounts, savings accounts, and time accounts (CDs) Generally, your account becomes dormant if you do not initiate an account-related activity for:
12 months for a checking account,
34 months for a savings account, or
34 months after the first renewal for a time account.
An account-related activity is determined by the laws governing your account. Examples of account-related activity are depositing or withdrawing funds at a banking location or ATM, or writing a check which is paid from the account.
Automatic transactions (including recurring and one-time), such as pre-authorized transfers, payments and electronic deposits (including direct deposits), set up on the account may not prevent the account from becoming dormant.
What happens to a dormant account?
We put safeguards in place to protect a dormant account which may include restricting the following transactions:
Transfers by telephone,
Transfers or payments through Wells Fargo Business Online ® Banking or Vantage, and Wire transfers (incoming and outgoing).
Normal monthly service and other fees continue to apply (except where prohibited by law).
If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed
9 Commercial Account Agreement
property laws, your account funds may be transferred to the appropriate state. This transfer is known as "escheat." If your account becomes escheatable, account statements will no longer be available. Your account will be closed. To recover your account funds, you must file a claim with the state.
Rights and responsibilities
What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services.
Ordinary care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks.
Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney's fees and expenses) arising out of or in any way connected with our performance under the Agreement. You agree this indemnification will survive termination of the Agreement.
In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. The limitation does not apply where the laws governing your account prohibit it.
We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we have taken according to the Agreement.
Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to perform your duties under the Agreement. If this happens, neither Wells Fargo nor you will be in violation of the Agreement.
Are you obligated to pay our fees?
Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information.
Do we charge a fee for your use of uncollected funds?
Yes. We charge you a fee for each day we permit you to use uncollected funds. "Uncollected funds" are the proceeds from an item deposited to your account which we determine to be "uncollected" (or not received by us) based on certain criteria including the channel used to make the deposit. Our collection schedule describes when deposits of items that satisfy these criteria will be considered collected. The periodic statement or client analysis statement for your account shows the average daily amount of your uncollected funds as the "Average Daily Negative Collected", the rate we charge to determine the fee, and the fee for the period covered by the statement. We reserve the right to change the criteria we use to determine whether funds are uncollected and calculate the fee at any time.
Why do we charge a recoupment fee?
We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The amount of the recoupment fee appears on the periodic statement or client analysis statement for your account and is based on the monthly average ledger balance you maintain in your account. The recoupment fee is subject to change by us at any time without notice.
Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank's confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee.
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Is your account subject to a deposit balance fee?
We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and commercial deposit account(s) with us. When we assess the deposit balance fee, the amount of the fee will appear on the periodic statement or client analysis statement for your account(s). The deposit balance fee is subject to change by us at any time without notice.
Are you responsible for paying taxes?
Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate.
You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax.
How do you pay our fees and expenses?
We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in connection with your account and related services. We will debit service fees on the day of each calendar month we separately disclose to you, or if that day is not a business day, on the next business day. If there are non-sufficient funds in your account to cover the debit, we may create an overdraft on your account.
You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid within 45 days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges.
If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible fees and expenses (unless we otherwise indicate in writing). If both an earnings allowance and interest accrue on your account, the interest may be shown as an offset to the earnings allowance on the client analysis statement for your account. If your earnings allowance exceeds your total maintenance and activity fees for the statement cycle for your account, the excess credit is not paid to you, nor is it carried forward to the following statement cycle. We may debit your account (or any other account you maintain with us) or invoice you for any amount by which the fees and expenses exceed the accrued earnings allowance on your account.
Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your account. The earnings credit rate is a variable rate that we may change at any time.
May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a debt you owe us, we reduce the funds in your accounts by the amount of the debt. We are not required to give you any prior notice to exercise our right of setoff.
A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any overdrafts and our fees. We may set off for any debt you owe us that is due or past due as allowed by the laws governing your account.
If your account is an unmatured time account, then we may deduct any early withdrawal fee or penalty. This may be due as a result of our having exercised our right of setoff.
If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the proceeds to any amount you owe us. Our right to setoff is in addition to and apart from any other rights under any
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other security interest you may have granted to us.
Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on and security interest in each account you maintain with us, including your accounts with any affiliate. By opening and maintaining each account with us, you consent to our asserting our security interest if the laws governing the Agreement require your consent. Our rights under this security interest are in addition to and apart from any other rights under any other security interest you may have granted to us.
Can Wells Fargo benefit from having the use of funds in customers' non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible to quantify the benefit to us that may be attributable to a particular customer's funds. That's because funds from all customers' non-interest earning accounts are aggregated to reduce our borrowing costs and for investment, and our use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks, and our anticipated funding needs. Our use of funds as described in this paragraph has no effect or impact on your use of and access to funds in your account.
What is the applicable exchange rate?
The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another currency. It includes a markup. The markup factors include without limitation costs incurred, market risks, and our desired return. The exchange rate we provide to you may be different from exchange rates you see elsewhere. Foreign exchange markets are dynamic and rates fluctuate over time based on market conditions, liquidity, and risks. We reserve the right to refuse to process any request for a foreign exchange transaction.
What is FDIC "pass-through" insurance?
FDIC "pass-through" insurance is FDIC insurance that could exceed the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership right and capacity). When you use your account to hold funds on behalf of third parties who are the beneficial owners of the funds, your account may qualify for FDIC pass-through insurance, provided you meet FDIC account titling and recordkeeping requirements. With FDIC pass-through insurance, each beneficial owner's funds held in your account are aggregated with other funds the beneficial owner holds in accounts with us in the same ownership right and capacity. The beneficial owner's aggregated funds are insured by the FDIC up to the standard maximum deposit insurance amount. Examples of holding funds on behalf of third parties include funds you hold as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others.
What are the FDIC's recordkeeping requirements for pass-through FDIC insurance when your account has "transactional features"?
For any account with "transactional features" you agree to provide the FDIC (a) with the required information about the beneficial owners of the funds in your account, (b) in the required format, (c) within 24 hours of our failure. Your account has "transactional features" when funds can be transferred from the account, as detailed in 12 CFR 370.2(j).
What are the consequences if you are unable to provide the FDIC with the necessary data on the beneficial owners of funds in your account in the required format in the specified time frame? As soon as the FDIC is appointed as our receiver, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination. This hold will not be released until the FDIC obtains the necessary data to enable it to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC in the required format and in the specified time frame may result in a delay in receipt of insured funds by the beneficial owners of the funds in your account and legal claims against you from the beneficial owners.
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Detailed information about the FDIC's requirements for pass-through FDIC insurance coverage are available at the FDIC's website. Notwithstanding other provisions in this Agreement, these three FDIC subsections survive after the FDIC is appointed as our receiver, and the FDIC is considered a third-party beneficiary of these subsections.
What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when:
Any person or entity makes a claim against your account funds, We believe a conflict exists between or among the signers on your account, or We believe a dispute exists over who has account ownership or authority to withdraw funds from your account.
In these situations, we may take any of the following actions without any responsibility to you:
Continue to rely on the documents we have on file for your account. Honor the claim against your account funds if we are satisfied the claim is valid. Freeze all or a part of the funds in your account until we believe the dispute is resolved to our satisfaction. Close your account and send a check for the available balance in your account payable to you or to you and each person or entity who claimed the funds.
Pay the funds into an appropriate court.
We also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney's fees and expenses).
How do we handle legal process?
Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture or seizure, and other legal process relating to your account.
We are permitted to accept and act on any legal process we believe to be valid, regardless of how and where it is served, including if process is served in locations, states, or jurisdictions other than the jurisdiction in which the account was opened or the account, property, or records are located. We may, but are not required to, provide notice of legal process relating to your account(s).
Any fees or expenses (including attorneys fees and expenses) or losses we incur as a result of responding to legal process related to your account(s) are your responsibility. We may charge these costs to any account you maintain with us.
If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claim against us? Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company's decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you.
Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you.
Are we allowed to restrict access to your account?
Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control.
Are we allowed to convert your account without your request?
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Yes. We can convert your account to another type of account (by giving you any required notice).
Are we allowed to suspend a service related to your account? Yes. We reserve the right to place a hold on your account or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you when we determine, in our sole discretion, that the action is necessary or required by applicable law or a court or regulatory agency order or proceeding. You can discontinue using a service at any time.
When can we close your account?
We reserve the right to close your account at any time. If we close your account, we may send the remaining balance on deposit in your account by mail or credit it to another account you maintain with us.
We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. After your account is closed, you will remain responsible for any negative balance.
When can you close your account?
You can request to close your account at any time if the account is in good standing (e.g., does not have a negative balance or restrictions such as holds on funds, legal order holds, or court blocks on the account). At the time of your request, we will assist you in withdrawing or transferring any remaining funds, bringing your account balance to zero.
Whether you or we close the account, you agree to maintain on deposit in your account sufficient funds (determined in our sole discretion) to cover outstanding items to be paid from your account, charge-backs including returned deposited items, and our fees and expenses.
All outstanding items need to be processed and posted to your account before you make a request to close. Once the account is closed, items will be returned unpaid.
Any recurring payments or withdrawals from your account need to be cancelled before you make a request to close (examples include bill payments and direct deposits). Otherwise, they may be returned unpaid. We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. At the time of your request to close:
For interest-earning accounts, your funds stop earning interest from the date of your request. The Agreement continues to apply.
If you have requested closing your account and a positive balance remains, we may send you a check for the remaining balance.
After your account is closed, you will remain responsible for any negative balance.
Are transactions subject to verification by us?
Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which we have provided a receipt. We do not verify all transactions. We reserve the right to reverse or otherwise adjust, at any time without prior notice to you, any debit or credit we believe we have erroneously made to your account.
Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are:
An item made out to a payee not on your account,
An item with an endorsement we are unable to verify,
A check or draft issued on a credit account,
A very large cash deposit, and
A non-U.S. item.
When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. We can require all endorsers to be present and we may require you to deposit the item instead of permitting
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you to cash it. For non-U.S. items, please see the response to "How do we handle non-U.S. items?". We may require any person wanting to make a cash deposit to provide an acceptable form of identification before we accept the deposit for processing.
Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation, to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type.
You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment amount by contacting your relationship manager.
What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your account statement or it is made available to you, we will review the deposit and make any adjustment we determine is appropriate, subject to any applicable fees. If you do not notify us during this timeframe, we will consider the deposit amount on your statement to be correct. This means that if the actual amount is less than the amount on the statement, the difference will become your property. If the actual amount is more than the amount shown on the statement, the difference will become our property.
Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other reports we can obtain include information from the following: 1) motor vehicle departments, 2) other state agencies, or 3) public records.
Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive income that is reportable to the IRS. We accomplish this by obtaining a Form W-9 from all U.S. taxpayers and a type of Form W-8 from all foreign customers.
For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number ("TIN") from the primary owner of each account that earns reportable income. Until we have received the Form W-9 and TIN, we are required to apply backup withholding to that income. Foreign individuals (also referred to as nonresident aliens) and foreign entities document their tax residency outside the U.S. on the applicable type of Form W-8. That form also allows us to apply the correct withholding rate or exemption to your income earned in the U.S. If you do not provide a valid type of Form W-8, we are required to apply the 30% withholding rate, or in some cases, presume you are an uncertified U.S. taxpayer subject to backup withholding on all income and gross proceeds regardless of whether or not it is U.S. sourced. Accounts jointly owned by at least one foreign individual or entity must provide a Form W-8 or Form W-9 for all of the joint owners.
Foreign individuals provide a Form W-8BEN. Foreign entities that are the beneficial owner of the income provide a Form W-8BEN-E unless they can make a special withholding exemption claim and instead provide either a Form W-8EXP or Form W-8ECI.
Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a Form W-8IMY. In some cases, that Form W-8IMY must also include a withholding statement that allocates the income to each of the beneficial owners and copies of the tax certification documentation for those underlying beneficial owners.
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If you own your account as an individual or sole proprietor, upon your death we must be provided with the estate's or successor's IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay interest earned on your account from the date of your death or apply backup withholding on the income earned after the date of your death.
When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances:
To comply with the laws governing this Agreement;
In connection with examinations or inqiuiries by local, state, and federal banking or other authorities; To comply with any legal process, including a subpoena, search warrant, or other order of a government agency or court;
When we determine that disclosure is necessary or appropriate in order to complete a transaction; To verify the existence and condition of your account for a third party, such as a merchant or credit bureau; To provide information to your legal representative or successor; When reporting the involuntary closure of your account; When we conclude that disclosure is necessary to protect you, your account, or our interests; To our agents, independent contractors, and other representatives in connection with the servicing or processing of your account or account transactions, account analysis, or similar purposes; To our affiliates and affiliated companies; and
If you give your permission.
How do we protect your data?
We are part of an international business with affiliated companies, employees, and service providers (collectively "Personnel") located in the United States and a number of countries around the world. Any information or data we obtain in connection with or relating to your accounts or services, including personal information (collectively "Data"), may be accessed by Personnel in any of these countries. Any of these Personnel will be subject to the requirements of our information security program, which includes policies to protect Data and limit access to those Personnel with a reasonable business need to know.
Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice.
Monitored and recorded communications include:
Telephone conversations,
Electronic messages,
Electronic records, or
Other data transmissions.
Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity.
You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile phone number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Wells Fargo with your wireless operator's account profile information for the duration of the business relationship.
Checking and savings accounts
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What are the requirements for a correct endorsement?
An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you deposited to your account, we may endorse it for you. We may also send for collection any unendorsed check that is payable to you that you have deposited to your account.
Are we bound by restrictions or notations on checks?
No. We are not bound by restrictions or notations, such as "void after six months," "void over $50," or "payment in full." When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur relating to the notation or restriction.
What is a substitute check?
A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: "This is a legal copy of your check." You can use it the same way you would use the original check. As noted in the legend, a substitute check is the same as the original check for all purposes, including proving that you made a payment. Any check you issue or deposit that is returned to you may be returned in the form of a substitute check. You agree that you will not transfer a substitute check to us, by deposit or otherwise, if we would be the first financial institution to take the substitute check, unless we have expressly agreed in writing to take it.
What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be released or discharged from any liability for the breach so long as we notify you of the breach within 120 days after we learn of the breach. If we fail to notify you within this 120-day period, you will be released from liability and discharged only to the extent our failure to notify you within this time period caused a loss to you.
How do we handle non-U.S. items?
A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not organized under U.S. law. We are not required to accept a non-U.S. item for deposit to your account or for collection. We may accept non-U.S. items on a collection basis without your specific instruction to do so. We can reverse any amount we have credited to your account and send the item on a collection basis even if we have taken physical possession of the item.
If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. If the non-U.S. deposited item is returned unpaid for any reason, we will charge the amount against your account (or any other account you maintain with us) at the applicable exchange rate in effect at the time of the return. For information on the applicable exchange rate, see "What is the applicable exchange rate?" in the "Rights and responsibilities" section of this Agreement.
Our funds availability policy does not apply to a non-U.S. item.
What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return.
What happens if we send an item for collection?
We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer's bank for payment. Your account will not be credited for the item until we receive payment for it.
Our funds availability policy does not apply to an item we accept for collection.
What happens when a deposited or cashed item is returned unpaid?
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We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with us). We can do this when we are notified that the item will be returned. We do not need to receive the actual item (and usually do not receive it). We can do this even if you have withdrawn the funds and the balance in your account is not sufficient to cover the amount we hold or deduct and your account becomes overdrawn. In addition, we will charge you all applicable fees and reverse all interest accrued on the item.
We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made or we otherwise have reason to believe the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, or for any other reason.
When the claim is finally resolved, we will either release the hold or deduct the amount of the item from your account. We are not legally responsible if we take or fail to take any action to recover payment of a returned deposited item.
What happens when an electronic payment is reversed?
We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We can deduct the amount from any account you have with us at any time without notifying you. You agree to promptly repay any overdrafts resulting from the reversed payment.
Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item.
Electronic check indemnifications
What warranties do we provide for electronic checks and electronic returned checks? An "electronic check" and an "electronic returned check" mean an electronic image of, and electronic information derived from, respectively, a paper check or a paper returned check. When we transfer or present an electronic check or electronic returned check, we provide the following warranties:
Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information on the front of the check as of the time that the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of a check. No Double Debit Warranty: We guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.
When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double debit warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the image quality warranty and the no double debit warranty to the transferee returning bank, the depository bank, and the owner.
What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "losses and liabilities") by us arising directly or indirectly from or related to the transfer or return of an electronic check or an electronic returned check on your behalf. If we suffer any losses or liabilities arising directly or indirectly from or related to a breach of either the image quality warranty or the no double debit warranty, you will reimburse us and not hold us responsible or liable.
What indemnities are applicable to remote deposit capture services?
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By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank that accepts the original check from which an electronic check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of depository bank indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable.
What indemnities are applicable to electronically created items? If we transfer or present an "electronically created item" and receive settlement or other consideration for it, we are required to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that:
The electronic image or electronic information of the electronically created item is not derived from a paper check; The person on whose account the electronically created item is drawn did not authorize the issuance of the electronically created item or to the payee stated on the item; or A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically created item in such a way that the person is asked to make payment based on an item or check it has paid.
If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable.
Funds availability policy
When can you withdraw funds?
Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits.
Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the deposit in-person to one of our employees or agents and you use a special deposit slip we provide:
State and local government checks that are payable to your company. Cashier's, certified, and teller's checks that are payable to your company where we are not the issuer or drawee.
While we generally make funds from your check deposits available to you on the first business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules we provide or make available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit is made.
Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, the length of the delay varies depending on the type of deposit as explained below.
Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented for payment and applicable fees that you have incurred.
When is your deposit considered received?
For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before our established cutoff time on a business day that we are open, we will consider that day to be the day your deposit is received by us. For deposits granted same calendar day availability as described below, the calendar day you make the deposit will be considered the day of deposit. For all other deposits, if you make a deposit after our cutoff time or on a day we are not open, we will consider the day your deposit is received by us to be the next business day we are open.
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Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska).
Any deposits placed in a "night depository" before the established deadline on a business day we are open will be credited to your account by the close of business that day. Deposits placed in the "night depository" after the established deadline will be credited to your account by the close of the next business day we are open.
Same business day availability
The following deposits will be available on the business day we receive the deposit:
Incoming wire transfers.
Electronic direct deposits.
Cash deposited at a teller window.
Checks drawn on us.
If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these deposits will be available on the second business day after the day we receive your deposit. For example, if we receive your mailed deposit on Monday, the funds will be available on Wednesday.
Longer delays may apply.
In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available until the second or third business day after the day of your deposit. The first $225 of your deposit, however, may be available on the first business day after the day of your deposit.
Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit.
If you need the funds from a deposit right away, you may ask us when the funds will be available.
In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
We believe a check you deposit will not be paid.
You deposit checks totaling more than $5,525 on any one day. You redeposit a check that has been returned unpaid.
You have overdrawn your account repeatedly in the last 6 months. There is an emergency, such as a failure of computer or communications equipment.
We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit.
Holds on other funds (check cashing)
If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cash would have been available if you had deposited it.
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Holds on other funds (other account)
If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of funds that you have on deposit in another account with us.
The funds in the other account would then not be available until the time periods that are described in this policy.
Available balance, posting order, and overdrafts
How do we determine your account's available balance?
Your accounts available balance is our most current record of the amount of money in your account available for your use or withdrawal. We use the available balance to process your transactions during the day (e.g., wire transfers and other electronic transactions). We also use the available balance when we process your transactions during our nightly processing. We calculate your available balance as follows: We start with the ending daily account balance from our prior business day nightly processing that includes all transactions deposited to or paid from your account.
We subtract from this balance any holds placed on a deposit to your account and any holds placed due to legal process.
We add pending deposits that are immediately available for your use (including cash deposits, electronic deposits, and the portion of a paper check deposit we make available; see "Funds availability policy" section for details). We subtract pending withdrawals we have either received (such as wire transfers and other electronic transactions) or are known to us (such as your checks we receive for payment from your account) but have not processed.
How do we post transactions to your account?
We post transactions each business day (Monday through Friday except federal holidays) during our nightly processing.
Once we process a transaction, we post the results to your account. There are three key steps to this process. The most common types of transactions are processed as described below.
1. We determine the available balance in your account (as described above) that we can use to pay your transactions.
2. We sort your transactions into three categories: deposits, "must-pay" transactions, and checks and certain ACH payments.
Deposits. We credit your account for deposits, including cash and check deposits and incoming electronic transfers, received before the cutoff time at the location the deposit or transfer was made. "Must-pay" transactions. A "must-pay" transaction is a withdrawal/payment we have previously authorized and cannot return unpaid, such as debit card purchases, ATM withdrawals, account transfers, and teller- cashed checks. If we receive more than one of these transactions for payment from your account, we will generally sort and pay them based on the date and time we received them. Multiple transactions that have the same date and time will be sorted and paid from lowest to highest dollar amount. Checks and certain ACH payments. Finally, we use your remaining funds to pay to pay your checks and preauthorized ACH payments (such as bills you pay by authorizing a third-party to withdraw funds directly from your account). If there is more than one of these types of transactions, they will be sorted by the date and time we received them. Multiple transactions that have the same date and time will be sorted and paid from lowest to highest dollar amount.
3. If the available balance in your account is not enough to pay all of your transactions, we will decide whether to pay your transaction and overdraw your account or return your transaction unpaid.
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This is our standard overdraft coverage (see more information below). Items paid into overdraft are subject to applicable overdraft fees.
Important Note: When we receive multiple transactions on the same day and the available balance in your account is not enough to pay all the transactions, we reserve the right to choose the order in which we pay the transactions, including paying the highest dollar amount first or in any other order we determine in our sole discretion.
What is your responsibility if your account has an overdraft? If you have an overdraft on your account (including transactions we have paid on your behalf into overdraft, plus any fees), you must promptly make a deposit or transfer to return your account to a positive balance.
Additional rules for checks and withdrawals
What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification.
Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five business days' advance notice to ensure we have sufficient cash on hand. We do not have any obligation to provide security if you make a large cash withdrawal. If you want to deposit cash for a very large amount, we have the right to require you to provide adequate security or exercise other options to mitigate possible risks.
Can you perform transactions at an affiliate?
Yes. You may make deposits to and withdrawals from your account at an affiliate, provided the affiliate agrees. If you make a deposit to your account at an affiliate, that affiliate's collection schedule and funds availability policy will determine when the deposited funds will be considered collected and available. If an affiliate cashes an item for you, we may place a hold on your account for a corresponding amount of funds. If the item is later returned to the affiliate for any reason, we may debit one or more of your accounts for the amount of the item.
Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce multiple signature requirements. If you indicate that more than one signature is required, this indication is for your own internal procedures and is not binding on us.
Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it:
Has special written instructions indicating we should refuse payment (e.g., "void after 30 days" or "void over $100"); Is stale-dated (i.e., the check's date is more than 6 months in the past), even if we are aware of the check's date; Is post-dated (i.e., the check's date is in the future); or Is not dated.
We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or made a notation on the check's face to pay it in a foreign currency. The encoded amount is in the line along the bottom edge of the front of the check where the account number is printed.
Can you use a facsimile or mechanical signature?
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Yes. If you use a facsimile or computer-generated signature and/or a logo (including a stamp), any item or document appearing to use your facsimile or computer-generated signature and/or logo will be treated as if a signer on your account had actually signed it.
Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account ("a consumer ACH debit entry"). We will have no obligation to pay, and no liability for paying, any consumer ACH debit entry on your account.
What is the acceptable form for your checks?
Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must include our name and address, as provided by us. Certain check features, such as security features, may impair the quality of a check image that we or a third-party create.
We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our equipment. We are not responsible for losses that result from your failure to follow our check standards.
How do you reorder checks?
You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the telephone number shown on your account statement. If you or a third-party prints its items, we shall have no liability to you if we are unable to process these checks by automated means.
How do you stop payment on a check?
You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check.
Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay the check from your account. This verification may occur after we accept your stop payment order.
In order to issue a stop payment order on a check, we request the following information:
Your bank account number,
The check number or range of numbers,
The check amount or amounts,
The payees' names, and
The date on the check.
We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the check. We are also not responsible if we do not pay a check for which a valid stop payment order is in effect.
What is the effective period for a stop payment order?
A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do not have our STOP AUTO-RENEWAL Service on your account, you must place a new stop payment order if you do not want it to expire. We treat each renewal as a new stop payment order. We will charge you for each stop payment order you place (as well as each renewal).
If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12- month periods, unless you otherwise notify us in writing.
How do you cancel a stop payment order?
To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable
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opportunity to act on it.
Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check cashing business) of the check, and potentially additional amounts that the holder may be due under the laws governing this Agreement.
How can you prevent a post-dated item from being paid before its due date? A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until that date, unless you instruct us to do so through the use of a stop payment order for the item. You are responsible for notifying us to cancel the stop payment order when you are ready to have that item paid.
How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to "Fund transfer services" In the "Electronic banking services" section of this Agreement.
Your account ownership
Can you assign ownership of your account?
No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your account is subject to our setoff rights.
What if an owner does not sign account documentation?
If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or other account-related documentation, it does not prevent us from treating the customer as an owner or a co-owner of that account; we are not liable to anyone as a result.
Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who caused or benefited from the overdraft. If there is a setoff, an enforcement of our security interest in your account, or legal action (such as a third-party garnishment, seizure, forfeiture, or tax levy) affecting any co-owner, we have the right to treat all funds in the account as belonging to the customer against whom the setoff, enforcement of the security interest, or other legal action is directed. If your account is closed for unsatisfactory handling, we may report all joint owners to the consumer reporting agencies.
What happens upon death or incompetence of a signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority or has died. When we receive proper notice, we may:
Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account,
Pay (without inquiring) any item authorized by the account owner before being declared incompetent or dying, Return or reverse deposits made to the account, and
Apply funds in the account to any debt the account owner owes us before recognizing the rights to any remaining funds of a surviving joint owner or other person.
If we are liable for taxes because we released funds in an account after the account owner's death, the account owner's
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estate is responsible for reimbursing us for those taxes.
Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide documentation evidencing any change in the ownership or control of the entity following applicable legal formalities.
Interest earning accounts
What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield (APY) for your account. Interest earning accounts earn interest at a variable rate, except time accounts. We may change the interest rate for variable-rate accounts at any time. The interest rate may vary depending on your daily balances.
How do we calculate earned interest?
We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have specified otherwise in writing, we will use the daily balance method to calculate interest. The daily balance method applies a daily periodic rate to principal each day.
The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal each day and dividing by the number of days in the period.
If your account is a tiered-rate account, we may pay the same interest rate on more than one tier.
When does interest begin accruing on a deposit?
Interest begins accruing on a cash deposit on the same business day the deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item.
Is interest compounded and when is it credited?
Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis.
For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account.
Can you specify a target balance on your accounts?
Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as your "principal account" and one or more additional accounts as "target balance accounts." For each target balance account, you will separately specify to us in writing the ledger balance or collected balance which you wish to maintain in that account (the "target balance"). At the end of each business day, we will determine the applicable balance on deposit in each target balance account. If the applicable balance in a target balance account is greater than its target balance, we will transfer to the principal account the funds necessary to bring the applicable balance to the target balance. If the applicable balance is less than the target balance, we will transfer to the target balance account the funds necessary to bring the applicable balance to the target balance. We may, but will not be required to, transfer funds even if the transfer would create an overdraft or exceed the collected balance on deposit in the principal account.
When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement in a month later than the month in which it occurs.
What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period.
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The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period.
We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your account statement.
Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account.
Time accounts (CDs)
What are time accounts?
Time accounts include deposits which are payable at the expiration of a specified term, no less than seven calendar days after the date of deposit. We may also refer to a time account as a CD or a Certificate of Deposit, even though we do not issue a paper certificate when opening the account or require a paper certificate to close the account. The time account's maturity date is the last day of the term for the time account. The maturity date is printed on your receipt.
When can you withdraw funds from your time account?
You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw funds without a penalty within the ten calendar days after the maturity date (grace period). You may be charged a penalty if you make a withdrawal at any other time.
How is the early withdrawal penalty assessed?
If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms:
Less than three months (or less than 90 days), the fee is one month's interest. Three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest. Over 12 months through 24 months, the fee is six months' interest. Over 24 months, the fee is 12 months' interest.
The minimum fee is $100.
The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal penalty, one month's interest is equal to one year's interest - at the interest rate in effect at the time of withdrawal - divided by 12. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned interest, the difference is deducted from the principal. In no event will the early withdrawal penalty for a withdrawal during the first six days after the date of deposit be less than seven days' simple interest.
Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period.
Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY.
How does your time account renew?
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Your time account will automatically renew at maturity and, unless we notify you otherwise:
Typically for a similar term ; and
At our interest rate in effect on the maturity date for a new time account of the same term and amount.
Note: For terms less than 30 days, your time account will not automatically renew and will not earn interest unless you contact us to renew. Balances of less than $1.00 will not earn interest. At our discretion, we may redeem and close your time account if its balance falls below $1.00.
Electronic banking services
Fund transfer services
The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in addition to, and not in place of, any other agreements you have with us about funds transfers. The terms "funds transfer," "funds-transfer system," "payment order," "sender", and "beneficiary" are used here as defined in Article 4A of the Uniform Commercial Code, as adopted by the state whose laws govern this Agreement.
Rules of funds transfer systems
Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the transfers are made, (collectively, Rules), including Fedwire, FedNow, the National Automated Clearing House Association (Nacha) or any regional association (together, ACH), the Electronic Check Clearing House Organization, the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunications (SWIFT), and The Clearing House RTP System (RTP System).
We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our violation of applicable law, including requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control and the Financial Crimes Enforcement Network.
Sending funds transfers
In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select.
Notice of funds transfers
We will notify you of funds electronically debited from or credited to your account through the account statement covering the period in which the transaction occurred. We are under no obligation to provide you with any additional notice or receipt
Reliance on identification numbers
If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name and account number, we may make the payment based on the account number, even if it identifies a party different from the named recipient.
If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and identification number, we may rely on the identification number as the proper identification of the financial institution.
Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or erroneous. You will also notify us of the facts within a reasonable time, not exceeding 14 days after you have received your account statement from us on which the funds transfer appears or you otherwise have notice of the funds transfer, whichever is earlier. You must notify us within 14 days to be entitled to a refund from us. If you do not notify us within 14
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days, we will be entitled to retain payment for the funds transfer.
Erroneous payment orders
We have no obligation to detect errors you make in payment orders - for example, an instruction to pay a beneficiary not intended by you, or to pay an amount greater than the amount you intended, or a transmission of a duplicate payment order previously sent by you. If we detect an error on one or more occasions, we will not be obligated to detect errors in any future payment order.
ACH transactions
In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your account that are transmitted through an ACH:
Your rights to payments to or from your account will be based on the laws governing your account. When we credit your account for an ACH payment, the payment is provisional until we receive final settlement through a Federal Reserve Bank or otherwise receive payment. If a payment is credited to your account and we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your account, and the sender of the payment will not be considered to have made the payment to you.
You authorize any Originating Depository Financial Institution (ODFI) to initiate, ACH debit entries to your account for presentment or re-presentment of items written or authorized by you in accordance with the Rules applicable to ACH.
Stop payment orders on ACH debit entries
An "ACH debit entry" is an instruction from us or a third-party originator to withdraw money from your account through ACH.
You may request a stop payment order for an ACH debit entry that has not already been paid from your account. To be effective, a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. If you provide oral instructions to stop payment on an ACH debit entry, we may require confirmation in writing. If that written confirmation is not received, we may remove the stop payment order after 14 days. An instruction to revoke a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it.
To place a stop payment order on an ACH debit entry, you must provide:
Your account number,
Amount of the ACH debit entry,
Effective date of the ACH debit entry, and
Name associated with the originator of the debit entry.
We may request additional information and may use only a portion of the required information to identify the ACH debit entry. We may be able to place a stop payment order based on the company identification number of the originator of the ACH debit entry, but this may stop all ACH entries received from this ACH sender.
Reversal or return of ACH debit entries
Under the Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day following the business day we post the entry to your account. (For example, if we post the entry on Tuesday, we can return it up to midnight on Wednesday.) For us to meet this deadline, you are required to notify us to return any non- consumer ACH debit entry as unauthorized by the cutoff time we separately disclose. The cutoff time is currently 3:00 PM Central Time. (In the example above, you would need to notify us by 3:00 PM Central Time on Wednesday). If you do not notify us in a timely manner of the unauthorized non-consumer ACH debit entry, we will not be able to return it without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between you and the originator of the entry.
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Additional information on ACH debit entries
Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company identification number or individual identification number) may result in payment of the ACH debit entry. You acknowledge this risk and agree that you are responsible for notifying the originator of the ACH debit entry that your authorization has been revoked. You agree to indemnify and reimburse us and hold us harmless from and against any loss incurred by us as a result of our paying an ACH debit entry if any of the information relied on in the stop payment order is incorrect or incomplete (or as a result of us not paying an ACH debit entry for which a valid stop payment order is in effect).
Receiving Instant Payments
For purposes of this Agreement, an "Instant Payment" is a payment we receive through an instant payments network for credit to your account. The following additional terms apply to any Instant Payment we receive for credit to your account through an Instant Payments network.
Instant Payments may be used only for eligible payments between a sender and beneficiary with accounts located in the United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. Instant Payments that are permitted under the Instant Payment Rules and our requirements will be considered eligible payments for purposes of this Agreement. Instant Payments cannot be cancelled or amended by the sender. If we receive a request for return of an Instant Payment received for credit to your account, we may notify you of that request. You are not obligated under the Rules to comply with any such request for return of funds, but you will reasonably cooperate with us if we request your assistance in connection with a reported unauthorized or erroneous Instant Payment. Any dispute between you and the sender of an Instant Payment should be resolved between you and the sender. If you do not wish to accept an Instant Payment received for credit to your account, you may request that we return that payment to the sender. We may, at our sole discretion, attempt to honor that request, but will have no liability for our failure to do so.
Instant Payments are typically completed within seconds of transmission of the payment by the sender, unless the payment fails or is delayed due to a review by us or the sending bank, such as for fraud, regulatory, or compliance purposes. Transaction limits imposed by the applicable Insant Payments network or sending bank may also prevent Instant Payments from being received for credit to your account.
Selected services
Stagecoach Deposit® - ATM Deposit Only Card Service.
You may elect to use Wells Fargo's Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the setup form for the service. This service allows you to make deposits to your account using a Stagecoach Deposit ® ATM Deposit Only card ("Deposit Card") at a designated Wells Fargo ATM ("ATM") or in a Wells Fargo branch.
When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we provide. You will gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN"); you assume the risk of misuse of both. We will provisionally credit each deposit to your account based on the amount you key into the ATM. Your ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and our funds availability policy applicable to your account. If the dollar amount of your deposit - as determined by us - differs from your total (as shown on your ATM receipt), we will send you a statement showing the amount of this difference. You agree that our count of the dollar amount of your deposit will be conclusive and binding on you. You will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If you claim any portion of a deposit was lost or stolen while in our custody, you acknowledge that you have the burden of proving your claim. If you order supplies for the ATM Deposit Service through the ATM, you authorize us to initiate debits to your account and credits to the accounts of third-party vendors to cover the cost of those supplies provided to you. Those transfers may be processed through an automated clearing house or any other means
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chosen by us, and will be subject to the Rules of the funds transfer system used by us. Your authorization for the transfers will remain in full force and effect until we have received written notification from you of its termination in a time and manner as to afford us and any third-party vendor a reasonable opportunity to act on it.
Stagecoach Deposit® - Post Verify Service.
If you elect to use our Stagecoach Deposit® - Post Verify Service, you will prepare, package, and deliver Stagecoach deposits to us according to our instructions. We will provisionally credit your account for the currency shown on the deposit ticket enclosed in your Stagecoach deposit bag as follows:
Same day credit for deposits delivered to one of our offices before that office's cut-off time on any business day we are open or for deposits placed in night depository before 6:00 a.m. on any business day we are open; or Next business day credit for deposits delivered to one of our offices on any business day we are open on or after the office's cut-off time or on any non-business day.
All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach deposit bag either at a later time in our office or when your Stagecoach deposit bag is delivered to our cash vault. Checks will be verified when they are delivered to our check processing center. We reserve the right to adjust (debit or credit) your account if we determine that the amount shown on your deposit ticket is incorrect. Because the frequency of armored courier transportation from our offices to our vaults varies from office to office, the time it takes to verify your Stagecoach deposit may vary, depending on the office to which your Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three business days. Adjustments will be effective when they are processed.
Overdraft Protection
This is an optional service you can add to an eligible checking account by linking up to two eligible accounts (one savings, one credit). We will use available funds in your linked account(s) to authorize or pay your transactions if you dont have enough available funds in your checking account. When an Overdraft Protection transfer occurs from a linked savings account to cover the authorization or payment of a transaction, the available balance in that savings account will be reduced by the amount of funds to be transferred. If you link two accounts, you may tell us which account to use first to transfer/advance funds. If you do not specify an order, we will first transfer funds from your linked savings account. Transfers from linked savings account. If the available balance in your savings account is $25 or more and can cover the overdraft, we will transfer the exact amount needed or a minimum of $25. If the available balance in your savings account is less than either $25 or the amount needed, we will transfer the available balance. Advances from linked credit card or line of credit account. If the available credit in your credit card account is $25 or more and can cover the overdraft, we will advance the exact amount needed or a minimum of $25. If the available credit in your credit card account is less than either $25 or the amount needed, we will advance the available credit. Advances from an eligible linked Wells Fargo line of credit are generally made in increments of $100 or $300 (See your Credit Account Agreement for specific details).
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Debit Card Overdraft Service
Debit Card Overdraft Service allows us to approve (at our discretion) your ATM and everyday (one-time) debit card transaction(s) if you do not have enough available funds in your checking account or in accounts linked for Overdraft Protection at the time of the transaction. If your account is enrolled in this service, we may approve your ATM and everyday (one-time) debit card transactions into overdraft at our discretion, and an overdraft fee may apply. If you make a covering transfer or deposit (subject to our funds availability policy) by the posted cutoff time on the same business day as the transaction, no fees will be assessed. Debit Card Overdraft Service does not apply to checks and other transactions using your account and routing number, and recurring transactions (for example, ACH payments or recurring debit card transactions such as utility payments and subscription services) We may continue to authorize or pay these transactions into overdraft, at our discretion, and our standard overdraft fees and policies will apply.
If your account is not enrolled in Debit Card Overdraft Service and there is not enough available funds in your checking account or accounts linked for Overdraft Protection, your ATM and everyday (one-time) debit card transactions will be declined.; and if an ATM or everyday debit card transaction creates a negative balance during posting, you will not be assessed an overdraft fee.
Debit Card Overdraft Service is automatically added to eligible business accounts at account opening.
You can add or remove the service at any time. Debit Card Overdraft Service is not available for certain accounts, such as accounts for government entities or savings accounts. Debit Card Overdraft Service is a discretionary service that we may remove for a variety of reasons including excessive overdrafts or returned items, as we determine.
Wells Fargo's standard overdraft coverage
Our standard overdraft coverage is when, at our discretion, we pay items, such as checks, other transactions using your account number, or automatic payments (e.g., ACH payments) into overdraft rather than returning them unpaid. Under standard overdraft coverage, we will not authorize ATM and everyday (one-time) debit card transactions into overdraft unless your account is enrolled in Debit Card Overdraft Service as described above. You can request to remove our standard overdraft coverage from your account by speaking to a banker.
When you don't have a sufficient available balance in your account (or in accounts linked for Overdraft Protection), the decision to authorize or pay a transaction into overdraft is made at our sole discretion, and we reserve the right to decline or return a transaction that would result in an overdraft. We reserve this discretion regardless of whether we've previously honored or dishonored overdrafts. We base our decision to authorize or pay a transaction into overdraft on factors that include, but are not limited to, your account history, deposits you make, and transaction characteristics.
Important: If standard overdraft coverage is removed from your account, the following will apply if you do not have enough available funds in your checking account or in accounts linked for Overdraft Protection to cover a transaction:
We will return your checks and other returnable items (such as ACH payments) unpaid. We will not authorize certain transactions such as teller-cashed checks and recurring debit card transactions into overdraft.
We will not authorize ATM and everyday (one-time) debit card transactions into overdraft. If your account is enrolled in Debit Card Overdraft Service, the service will also be removed.
With or without standard overdraft coverage, certain transactions (such as checks cashed at Wells Fargo) may be paid into overdraft during our nightly processing and charged an overdraft fee even if they were authorized when your account had a sufficient available balance.
31 Commercial Account Agreement
Important information about fees:
An overdraft fee may be assessed for each item paid into overdraft subject to the following:
No overdraft fee will be assessed on ATM and everyday (one-time) debit card transactions if your account is not enrolled in Debit Card Overdraft Service. With or without Debit Card Overdraft Service, overdraft fees are applicable to recurring debit card transactions that are paid into overdraft. The classification of a debit card transaction as recurring or non-recurring is determined by merchant, other institutions, or third parties before the transaction is presented to us for authorization or payment. We will treat and process such debit card transactions in the manner they are presented to us.
ATM withdrawals and debit card transactions that were authorized when your account had a sufficient available balance, but are subsequently presented to us for payment and paid into overdraft when you no longer have a sufficient available balance, will not be assessed an overdraft fee (whether or not you are enrolled in Debit Card Overdraft Service).
Any overdraft fee assessed will be deducted from your account during the morning of the next business day following our nightly process.
We will track transactions that reduced your available balance while pending and caused overdraft fees on other transactions. If these transactions are presented for payment within 10 business days after they first appeared as pending, we will waive any overdraft fees on those transactions. In rare circumstances, the merchant presents transactions for payment with a different identification code than was used when the transaction was sent for authorization and we are unable to match them.
© 2023 Wells Fargo Bank, N.A., All rights reserved.
Revised - August 21, 2023
Treasury Management Product Enrollment
Customer information
Customer name Company ID
Street address
City State ZIP
Country name
Country Code
(if applicable)
Primary contact Phone
Email address Fax
Wells Fargo VantageSM ("Vantage") f/k/a Commercial Electronic Office® (CEO®) Users Set-up
User name User email (if new user) User ID (if existing) Select one or more Vantage products for the user(s) listed above:
Treasury Management products not in Administration:
Autolink Bill Manager
Cash Vault - Change Orders Cash Vault - Change Order Inquiry Cash Vault - Deposit Inquiry Cash Vault - Supply Order
Electronic Document Delivery Integrated Receivables
Receivables Manager Reverse Positive Pay
Sweep and Fed Funds Statements and Confirmation Wells Fargo Business Online Treasury Management Products in Administration:
ACH Payments1 User ACH Payments1 Administrator
ACH Fraud Filter Alerts
ARP Register Maintenance Basic Banking
Canadian Treasury Services Cash Concentration
Centralized Disbursements Centralized Disbursements - Clients Claims Payments Deposit Maintenance
Desktop Deposit E-Box Decisioning
Fed Funds Image
Image Positive Pay Item Detail Inquiry Service
2 TM Product Enrollment
Lockbox Lockbox Correspondence
Payment Manager Online Payment Manager File Validation Tool Returned Items SAFE Transmission
Statements and Notices2 Supplier Payments
Transaction Search Treasury Information Reporting
WellsTAX®.
Accounts:
ACH IDs (File ID/Company ID):
1 This only covers giving users access to the high-level product in the Vantage and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Includes the following: Client Analysis Statements, Commercial Checking/Savings Account Statements, Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices
Internal Bank use only
Does the customer have Administration, or is it included in the current request? Yes No RSA SecurID Token Request Set-up
Please complete the information below to manage RSA SecurID Tokens for Company and Users RSA SecurID tokens are mailed to Company Administrators. If the Company Administrator's mailing address is different than the address listed above in the Customer Information section, please indicate the correct mailing address below:
Company Administrator
name Phone number
Street Address (tokens
cannot be shipped to
post office boxes):
City
State ZIP
For new users
New token: To order a token for the first time for a user. Assign token: To assign a token to a new user from the supply of tokens accumulated in your Company Token Pool.
For users who have a token today (to request changes for existing users):
Replace token: To order a replacement token for an existing user if there are no tokens available in the Company Token Pool.
Assign token: To assign a token to a new user from the supply of tokens available in your Company Token Pool. Un-assign token: To remove a token from a user and return the token to you Company Token Pool for reassignment.
Please begin collecting and securely retaining unassigned tokens instead of discarding them. Delete token: To delete a token completely. This option will remove the token from a user and your Company Token Pool. Once a token is deleted, it can no longer be reused and should be discarded. Follow your local e- waste disposal regulations to dispose of old tokens.
User Name # 1 User ID (for existing Vantage users)
Token Serial #* ACH Payments Admin Yes No
New User New token Assign token*
Existing User
(Select one box only) Replace token Assign token* Un-Assign token* Delete token*
3 TM Product Enrollment
Vantage Administration Set-up
Type of Request - Select request type with corresponding start date.
New Change (Make selections only for options that should change) Start Date:
Company Administrator - Complete applicable fields.
Company Administrators automatically gain access to all Administration functions. If selecting Administrator you will need to specify the detailed Administration functionality that should be entitled.
A minimum of two (2) Company Administrators is required for Dual Custody.
Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Vantage platform services.
Company Administrator Name Email address
Token Serial Number (If
reassigning existing token
from token pool )
User ID (if existing)
Administrators
You will need to specify the detailed Administration functionality that should be entitled to an Administrator level user.
Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Vantage platform services.
Administrator # 1 Detailed Setup - Complete applicable fields Administrator name Email address
Token Serial Number
(If reassigning existing token
from token pool)
User ID (if existing)
User Administration Options
User Maintenance Administrator Maintenance Reset Password If granting User Maintenance or Reset Password which users can the Administrator view and manage? All Users Specific Users
List User names or User IDs
If granting User Maintenance which Vantage Services can the user administer? All Vantage Services Specific Vantage Services
Vantage
Services:
If granting User Maintenance which Accounts can the user administer? All Accounts Specific Accounts
Accounts:
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If granting User Maintenance which ACH IDs can the user administer? All ACH IDs Specific ACH IDs
ACH IDs:
WellsOne® Commercial Card use only
All Divisions Specific Divisions
List Divisions that can be administered.
Company Administration Options
Manage User Defined Lists
All User List Specific User List:
Specify User List(s) that can be administered.
All Account List Specific Account List:
Specify Account List(s) that can be administered.
Manage Company Dual Custody settings Manage Account nicknames Manage ACH Custom names Access to Administration Reports Manage tokens
Company Service Options
Manage Company Alerts settings Manage Company Statement & Notices settings Manage Company Wires settings
Custody Option
Single Custody - Non-Standard Administration Procedure - Customer has declined to use dual custody, which is part of Bank's standard Vantage Administration procedures. With dual custody, an authenticated second user approves select high-risk activities. Customer has instead elected to use single custody. Customer acknowledges the significantly reduced security, and recognizes the risks and losses that may materialize as a result of its decision to use single custody.
Dual Custody - Bank's standard VantageAdministration procedures also include dual custody for select, high-risk activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody.
Forced Dual Custody - By selecting this option, you agree that Wells Fargo will control the dual custody settings for all products and transactions initiated in the Vantage Administration service. You will not be able to change the dual custody settings in Administration, as these may only be modified by contacting your bank representative.
Customized Forced Dual Custody - By selecting this option, you agree to work with your banker to customize your dual custody preferences and select the Administration transactions that will require dual custody. Once these customizations have been established you will not be able to modify or remove them through the Vantage Administration service, as they may only be changed by contacting your banker. If you enroll in a new Vantage product, it will not automatically be placed in dual custody, unless you contact you bank representative.
Customized Forced Dual Custody Settings - Select the products you would like under dual custody in the Vantage Administration service. Only select products for which your company is enrolled. Additionally, specify the Vantage Administration service functions you would like under dual custody.
Product Custody setting
5 TM Product Enrollment
Product Custody setting
ACH Payments (incl. Domestic and International) Forced Dual Custody Single Custody Administration Forced Dual Custody Single Custody
Alerts Forced Dual Custody Single Custody
Basic Banking Forced Dual Custody Single Custody
Canadian Treasury Solutions Forced Dual Custody Single Custody Cash Concentration Forced Dual Custody Single Custody
Centralized Disbursements Forced Dual Custody Single Custody Centralized Disbursements - Clients Forced Dual Custody Single Custody Claims Payments Forced Dual Custody Single Custody
Credit Management Forced Dual Custody Single Custody
Dealer Inventory Finance Forced Dual Custody Single Custody Deposit Maintenance Forced Dual Custody Single Custody
Derivatives Access Forced Dual Custody Single Custody
Desktop Deposit® Forced Dual Custody Single Custody
E Box® Decisioning Forced Dual Custody Single Custody
Fed Funds Forced Dual Custody Single Custody
Foreign Exchange Forced Dual Custody Single Custody
Fraud Manager:
ACH Fraud Filter Forced Dual Custody Single Custody
ARP Register Maintenance Forced Dual Custody Single Custody Image Positive Pay Forced Dual Custody Single Custody
Image Forced Dual Custody Single Custody
Institutional Investing Reporting Forced Dual Custody Single Custody Item Detail Inquiry Service Forced Dual Custody Single Custody Lockbox Forced Dual Custody Single Custody
Payments
ACH Forced Dual Custody Single Custody
Instant Payments Forced Dual Custody Single Custody
Payment Manager® Forced Dual Custody Single Custody
Returned Items Forced Dual Custody Single Custody
SAFE Transmission Forced Dual Custody Single Custody
Statements & Notices Forced Dual Custody Single Custody Supplier Payments Forced Dual Custody Single Custody
6 TM Product Enrollment
Product Custody setting
Transaction Search Forced Dual Custody Single Custody
Treasury Information Reporting Forced Dual Custody Single Custody Warehouse Lending Finance Forced Dual Custody Single Custody WFEDSM - Wells Fargo Electronic DepositSM Forced Dual Custody Single Custody Wells Capital Management Forced Dual Custody Single Custody WellsOne® Virtual Card Payments Forced Dual Custody Single Custody WellsTAX Payments Forced Dual Custody Single Custody
Wells Fargo Business Online® Forced Dual Custody Single Custody Wires Forced Dual Custody Single Custody
Administration settings Custody settings
Add/Edit User Forced Dual Custody Single Custody
Password reset Forced Dual Custody Single Custody
Hide Secret Question and Answer Forced Dual Custody Single Custody Wires limits and authorizations Forced Dual Custody Single Custody Desktop Deposit Company preferences Forced Dual Custody Single Custody Wires Set-up
New Change
Company Authorization - (For existing Wires customers, only complete values in this section if an update is requested. For New requests confirm and update all fields in this section.) Cumulative Funds Transfer Daily Limit
(Default - 0)
Duplicate Check Number Of Days
(Default - 10) Default Wire Fee Assignment (select one) $
Shared (Default)
Beneficiary
Originator
Value Date Roll Forward File Import
(File Import and Payment Manager Import) Get Rate
Yes No (Default) Yes (Default) No Yes (Default) No
Additional Approver Limits (Optional)
Wires $ Book Transfer $ Drawdown $
7 TM Product Enrollment
Complete the following regarding Funds Transfer Information for specific payment types (For new and existing Wires customers, only complete values in this section if an update is requested. For New requests; at least one (1) Wire Type must be selected).
Wire Type Services allowed Number of Verifiers for Templated Wires (default is 1)
Numbers of Verifiers for
Freeform Wires (default is 1
Wire Transfers (Domestic,
International, and Federal Tax
Payment)
Templated Only
Freeform Only
Templated and Freeform
N/A - No Change N/A - No Change
Drawdown
Templated Only
Freeform Only
Templated and Freeform
N/A - No Change N/A - No Change
Book Transfer
Templated Only
Freeform Only
Templated and Freeform
N/A - No Change N/A - No Change
Template Maintenance Not Applicable N/A - No Change Not Applicable Account Authorization - Account Services Limits
(For existing Wires customers, only complete values in this section if an update is requested. For New customers at least one (1) account in this section is required).
Account number Cumulative Daily Limit Associated application $ Wires Drawdowns Book Transfers Template Maintenance
$ Wires Drawdowns Book Transfers Template Maintenance
$ Wires Drawdowns Book Transfers Template Maintenance
Company Default Settings (optional User Limits)
For companies choosing to utilize Company Default User Settings (Default User Limits); complete all fields to specify optional default limits for users. Enter User information below and select the Use Company Default Limit checkbox.
Application type
Individual Create/
Modify/
Delete Limit
Cumulative Daily Create/
Modify/Delete Limit
Individual Approve/Reject
Limit
Cumulative Daily Approve/
Reject Limit
Wire Transfers
Drawdown
Book Transfer
Template
Maintenance -------------- -------------- -------------- -------------- User # 1 Information - Complete all fields
User name User ID (if Vantage user)
User Settings
(For new and existing Wires customers, only complete values in this section if an update is requested. For New customers without Administration; at least one (1) user in this section is required. Note: For customers in dual custody without Administration at least two (2) users are required).
8 TM Product Enrollment
Get rate File Import
Yes No Yes No
Services Type Allowed
Individual Create/
Modify/Delete
Limit
Individual
Approve/Reject
Limit
Cumulative Daily
Approve/Reject
Limit
Additional
Approver Limit*
Cumulative
Create/Modify/
Delete Limit
Wire Transfer
Templated Only
Freeform Only
Templated and Freeform
Book
Transfers
Templated Only
Freeform Only
Templated and Freeform
Drawdowns
Templated Only
Freeform Only
Templated and Freeform
User Account Authorizations - Provide account number and funds transfer service authorization type.
Account
Number
Wires Create/Modify/Delete Approve/Reject
Book Transfers Create/Modify/Delete Approve/Reject
Drawdowns Create/Modify/Delete Approve/Reject
Template
Maintenance Create/Modify/Delete Approve/Reject
Account
Number
Wires Create/Modify/Delete Approve/Reject
Book Transfers Create/Modify/Delete Approve/Reject
Drawdowns Create/Modify/Delete Approve/Reject
Template
Maintenance Create/Modify/Delete Approve/Reject
Voice Wires Set-up
Type of request: New Update existing information Delete existing information Account numbers (list accounts to be debited for each wire transfer) 1)
G/L DDA
2)
G/L DDA
3)
G/L DDA
Advice information (additional fees apply for these services) For fax or email notification on intraday wire activity use the InfoFax setup form.
Mail Advice (this paper-based service is no longer available to add) Delete Mail Advice Mailing address for PINs (if blank, items will be mailed to address on primary statement mailing address) Mail PINs to:
Authorized callers (people authorized to initiate wires) $ Limit = Use "N" if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited.
Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Initiation.
Complete by checking appropriate box: R=Repetitive / B=Both Repetitive and Non-Repetitive.
9 TM Product Enrollment
Authorized callers
First and Last name $ Limit Phone number
including area code Initiation type
R B
Alternate Account to be charged for wire fees
List account only if wire fees are to be assessed to this account. (Alternate account to be charged must be an Analyzed account. Not available to Retail customers.)
DDA AU and G/L
Optional Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided.
Authorized Approvers
First and Last name $ Limit Phone number
including area code
Payment Authorization Service
This service is part of, and will be subject to the terms and conditions stated in the Commercial Account Agreement ("Agreement").
This set-up form supersedes any and all prior payment authorization service forms set up on the referenced account numbers.
Termination: The Service(s) may be immediately terminated by you or us at any time with or without cause by giving written notice to the other party.
Type of request - Select request type. (Refer to the reference guide for complete instructions.) Account-specific Request
Add Payment Authorization Service
features checked below to all existing
Subaccounts listed under the Master
Account
NOTE: Must attach subaccount list.
Does not apply to Maximum Check
Amount Authorized Payment Service.
Blanket Company Level Approval
Checking this box covers all future accounts
and/or subaccounts owned by the specified
legal entity. (A separate form must be
completed for each legal entity.)
For Account-specific requests, enter individual account number or Master account number. Does not apply to Blanket Company Level Approval and do not list all Subaccounts.
Maximum Check Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) Service: Under the Maximum Check Amount Authorized Payment Service (the "Service") we will automatically (without your specific approval) return unpaid (marked "REFER TO MAKER") checks presented to us drawn against your account specified below which exceeds the Maximum Dollar Authorized Payment Amount specified below:
Check one: Add service Change amount Delete service
Maximum Dollar Authorized payment amount:
Account Number(s):
Maximum Check Cashing Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) Service: Under the Maximum Check Cashing Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below which exceed the Maximum Check Cash Amount specified below:
Check one: Add service Change amount Delete service
Maximum Dollar Authorized payment amount:
10 TM Product Enrollment
Account Number(s):
Maximum Over the Counter Amount Authorized Payment Service Service: Under the Maximum Over the Counter Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse withdrawal requests presented to us through our branch/store network drawn against your account specified below which exceeds the Maximum Over the Counter Withdrawal Amount specified below Check one: Add service Change amount Delete service
Maximum Over the Counter Withdrawal:
Account Number(s):
Checks to Individuals Authorized Payment Service
Service: Under the Checks to Individuals Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below for any item made payable to an individual.
Check one: Add service Delete service
Account number(s):
Customer Legal Entity information
The enrollment contains ACH, Wire, Instant Payments, or Sweep services the following Customer Entities:
Customer Legal Entity name(s) Entity ID type Entity ID
Select One
Designation of Wells Fargo Stagecoach Sweep® Option
Customer DDA(s)
Statements and/or Confirmations will be sent to Customer by electronic means unless otherwise requested by Customer.
Electronic means include Vantage, facsimile, and/or Secure E-Mail.
The Wells Fargo Stagecoach Sweep® Service Description can be viewed by pasting this link into an internet browser window:
https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/stgcoach-swp/Stagecoach_Sweep_Service_Description.pdf
11 TM Product Enrollment
Investment Sweep
Customer elects the Wells Fargo Stagecoach Sweep Preferred Option.
Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep, Preferred Option.
Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option.
Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased Agreement Option. (Correspondent Bank Only) Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Sold Agreement Option. (Correspondent Bank Only) Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased and Sold Agreement Option. (Correspondent Bank only)
Add Change
Target Balance*:
*Note: this is the target balance at the time of form completion and does not reflect any subsequent update requests.
12 TM Product Enrollment
Money Market Mutual Fund Sweep
Customer elects the Allspring Treasury Plus Money Market Fund - Class A - Fund 453 Option.
Add Change
Target Balance:
Customer elects the Allspring Treasury Plus MMMF- Service Class - Fund 454 Option.
Add Change
Target Balance:
Customer elects the Allspring 100% Treasury Money Market Fund - Service Class - Fund 8 Option.
Add Change
Target Balance:
Customer elects the Allspring Government MMMF Admin Class - Fund 947 Option.
Add Change
Target Balance:
Customer elects the Allspring Government MMMF Institutional - Fund 1751 Option.
Add Change
Target Balance:
Customer elects the Allspring Government MMMF Select Class - Fund 3802 Option.
Add Change
Target Balance:
Customer elects the Allspring Treasury Plus MMMF Institutional - Fund 793 Option.
Add Change
Target Balance:
Credit Sweep
Customer elects Bank's Credit Sweep Option.
Add Change
Target Balance:
Obligor # (if applicable):
Loan # (Obligation):
13 TM Product Enrollment
Credit Sweep - Syndicated
Customer elects Bank's Credit Sweep Option.
Add Change
Target Balance:
Facility Control Number (FCN):
Wire Transfer Services - Security Procedure Elections
For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for Wire Transfers are:
Wells Fargo VantageSM ("Vantage")
(Vantage) Dual Custody
Vantage is our electronic banking platform that is accessed through the internet. The Vantage security procedures are log-on credentials specified by us including a company ID, user ID, password, token, and any other authentication or authorization process we require from time to time. We will use the Vantage security procedures to authenticate each Payment Order received through the Vantage platform in your name. Our recommended Vantage security procedures also include dual custody for select, high-risk wire activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody.
Single Custody
Vantage is the Banks electronic banking platform that is accessed through the Internet. The Vantage security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Our recommended Vantage security procedures include dual custody for select, high-risk wire activities. With dual custody, an authenticated second user approvers these activities. There is no additional charge for dual custody.
When you decline to use dual custody and elect to use single custody with Secure Validation, there is no secondary approval for any high-risk wire transfer activities. Instead, a single-use code is sent to an enrolled telephone number to confirm a high-risk wire transfer activity. Single custody with Secure Validation provides a lower level of protection than dual custody. You acknowledge the reduced security associated with, and recognize the risks and losses that may materialize from, your decision to use single custody with Secure Validation.
Payment Manager®
Secure Application File Exchange Transmission ("SAFE-T") This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that we use to authenticate each Payment Order transmitted to us in your name.
Machine-to-Machine ("M2M")
This transmission method uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated through the internet using 128-bit encryption and Secure Socket Layers (SSL). We use digital certificates to authenticate each Payment Order transmitted to us in your name.
IBM® Connect:Direct® with Secure Plus+
Secure Plus+ is an add-on to Connect:Direct® to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect:Direct® is a registered trademark of Sterling Commerce, Inc., an IBM Customer.
Value-Added Network ("VAN")
With this transmission method, a third party serves as an intermediary for transmitting data between you and us. Procedures for transmitting Payment Orders may vary by VAN. We follow the procedures of the VAN selected by you to authenticate each Payment Order transmitted to us through the VAN in your name.
14 TM Product Enrollment
Wells Fargo Gateway (API)
Through The Wells Fargo Gateway, you (i) access our Application Programming Interface ("API") to securely request that we execute Payment Orders your behalf, and (ii) receive periodic updates from us as we process Payment Orders for you. The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment system(s) and our payment system.
The Wells Fargo Gateway security procedures require digital authentication of you and us using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from time to time. Your tokens, API keys, digital certificates, and your instruction to us do not identify an individual user initiating any request through the Wells Fargo Gateway. We validate only that you are authorized to issue Payment Orders and receive periodic updates through the Wells Fargo Gateway, not whether a particular user is authorized to initiate the request.
Voice
Our voice initiation security procedure consists of confirming that the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to you for voice-initiated Payment Orders. "Payment Order" is defined in the Wire Transfer Service Description.
i. Telephone Verification Service. If we receive a voice-initiated, non-repetitive Payment Order that exceeds the applicable pre-designated limit, we will make one attempt to telephone person(s) designated by you on your most current setup form in our records to verify the Payment Order. If we are unable to complete the call, we will not process the Payment Order.
SWIFT®
SWIFT has established procedures for controlling access to SWIFT messaging services (each, an "Access Control") that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an "Authenticated Message"). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an "Authentication Procedure").
ACH Origination Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for ACH are:
Wells Fargo VantageSM ("Vantage")Dual Custody
Vantage is our electronic banking platform that is accessed through the internet. The Vantage security procedures are log-on credentials specified by us including a company ID, user ID, password, token, and any other authentication or authorization process we require from time to time. Our recommended Vantage security procedures also include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities.
There is no additional charge for dual custody.
Dual Custody with User Approve Own Entitlements
Vantage is the Bank's electronic banking platform that is accessed through the Internet. The Vantage security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Our recommended Vantage security procedures include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody.
When you decline to use full dual custody and elects to use dual custody at a company level with an option that allows designated users to use single custody, the security procedure would be as follows: With dual custody with "User Approve Own Entitlements," designated users are permitted to use single custody. For these designated users, there is no secondary approval for any high-risk ACH activities. You acknowledge the reduced security associated with and recognize the risks and losses that may materialize from, your decision to not use full dual custody with all users and instead permit designated users to use single custody under "User Approve Own Entitlements."
15 TM Product Enrollment
Wells Fargo VantageSM ("Vantage") Single Custody
Vantage is the Banks electronic banking platform that is accessed through the Internet. The Vantage security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Our recommended Vantage security procedures include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody.
When you decline to use dual custody and elect to use single custody with Secure Validation, there is no secondary approval for any high-risk ACH activities. Instead, a single-use code is sent to an enrolled telephone number to confirm a high-risk ACH activity.
Single custody with Secure Validation provides a lower level of protection than dual custody. You acknowledge the reduced security associated with, and recognize the risks and losses that may materialize from, your decision to use single custody with Secure Validation.
Direct Origination - Secure Application File Exchange Transmission ("SAFE-T") This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2).
Direct Origination - IBM® Connect:Direct® with Secure Plus+ Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM Company.
Direct Origination - SWIFT® FileAct
SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time.
Wells Fargo Gateway (API)®
Through the Wells Fargo Gateway, you access our Application Programming Interface ("API") to securely request that we originate ACH credit and/or debit Entries on your behalf, and receive periodic updates from us as we process ACH Entries for you. "Entry", "Entries" and "Files" are each defined in the Nacha Operating Rules (and any applicable local ACH rules).
The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment system(s) and our payment system. The Wells Fargo Gateway security procedures require digital authentication of you and us using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from time to time. Your tokens, API keys, digital certificates, and your instruction to us do not identify an individual user initiating any request through the Wells Fargo Gateway. We validate only that you are authorized to request ACH origination and receive periodic updates through the Wells Fargo Gateway, not whether a particular user is authorized to initiate the request.
Payment Manager® - Secure Application File Exchange Transmission ("SAFE-T") This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2).
Payment Manager® - Machine-to-Machine ("M2M")
This transmission method may use an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages or other formats and protocols such as JSON and REST. Data is communicated through the internet using 128-bit encryption and Secure Socket Layers (SSL).
Payment Manager® - IBM® Connect:Direct® with Secure Plus+ Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBM company.
Payment Manager® - Value-Added Network ("VAN")
With this transmission method, a third party serves as an intermediary for transmitting data between you and us. Procedures for transmitting Payment Orders may vary by VAN. We follow the procedures of the VAN selected by you to authenticate each File transmitted to us through the VAN in your name.
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Payment Manager® - SWIFT FileAct
SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time.
Third Party Service Provider
If you are utilizing a Third Party Service Provider ("TPSP") as defined in the ACH Rules to originate Entries and Files on your behalf, we will authenticate each File transmitted to us in your name in accordance with the security procedure your TPSP has elected. You will notify us of any change to your TPSP in a manner affording us a reasonable opportunity to act on the information.
Third Party Service Provider:
Contact Person:
Telephone: Fax:
Instant Payments Services
The Initiation Method(s) and Security Procedure(s) Customer has elected for Instant Payments are:
Wells Fargo VantageSM ("Vantage")
Dual Custody
Vantage is our electronic banking platform that is accessed through the internet. The Vantage security procedures are log-on credentials specified by us including a company ID, user ID, password, token, and any other authentication or authorization process we require from time to time. We will use the Vantage security procedures to authenticate each Payment Order received through Vantage in your name. Our recommended Vantage security procedures also include dual custody for select, high-risk Instant Payments activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody.
Single Custody with Secure Validation
Vantage is Bank's electronic banking platform that is accessed through the Internet. The Vantage security procedures are log- on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Our recommended Vantage security procedures include dual custody for select, high-risk Instant Payments activities. With dual custody, an authenticated second user approvers these activities. There is no additional charge for dual custody.
When you decline to use dual custody and elect to use single custody with Secure Validation, there is no secondary approval for any high-risk Instant Payments activities. Instead, a single-use code is sent to an enrolled telephone number to confirm high-risk Instant Payments activity. Single custody with Secure Validation provides a lower level of protection than dual custody. You acknowledge the reduced security associated with, and recognize the risks and losses that may materialize from, your decision to use single custody with Secure Validation.
Payment Manager®
Secure Application File Exchange Transmission ("SAFE-T") This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that we use to authenticate each Payment Order transmitted to us in your name.
Wells Fargo Gateway (API)®
Through The Wells Fargo Gateway, you access our Application Programming Interface ("API") to securely (i) request that we execute Instant Payments Orders and Instant Payments Messages on your behalf, and (ii) receive periodic updates from us as we process Instant Payments Orders and Instant Payments Messages for you.
The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment system(s) and our payment system. The Wells Fargo Gateway security procedures require digital authentication of you and us using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from time to time. Your tokens, API keys, digital certificates, and your instruction to us do not identify an individual user initiating any request through the Wells Fargo Gateway. We validate only that you are authorized to issue Instant Payments Orders and Instant Payments Messages and receive periodic updates through the Wells Fargo Gateway, not whether a particular user is authorized to initiate the request.
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Bill Manager Service
The Initiation Method and Security Procedure Customer has elected for Bill Manager is:
Wells Fargo VantageSM ("Vantage")
Wells Fargo VantageSM ("Vantage") is our electronic banking platform that is accessed through the internet. The Vantage security procedures are log-on credentials specified by us including a company ID, user ID, password, token, and any other authentication or authorization process we require from time to time. The Bill Manager platform also requires entry of a one-time passcode provided through text message or an automated phone call to verify the device used to initiate the funds transfer.
E-Bill Express Service
The Initiation Method and Security Procedure Customer has elected for E-Bill Express is:
Bill File Inbound - SAFE-T
This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2).
AR File Outbound - SAFE-T
This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2).
EDD, Electronic Document Delivery Set-up - For Company and Customer (Biller) ID
Type of request
Customer (Biller) ID
(must be associated with the
Vantage Company ID)
Vantage User name Vantage User ID Role (select one)
Add
Change
Delete
View only (default)
View and Authorize
Customer (Biller)
Administrator
Add
Change
Delete
View only (default)
View and Authorize
Customer (Biller)
Administrator
Add
Change
Delete
View only (default)
View and Authorize
Customer (Biller)
Administrator
Add
Change
Delete
View only (default)
View and Authorize
Customer (Biller)
Administrator
Zero Balance Account (ZBA)
Request Type Master Account Child Account Cycle Target Balance Add Change
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International Zero Balance Account (ZBA)
Level 2 Accounts
Request
Type Child Account(s) Currency Transfer
Funds To Sweep Type Target
Balance
Minimum
Balance
Maximum
Balance
Add
Change
Debit*
Credit*
Target
Maximum
*One-way Sweep
Level 3 Accounts
Request
Type Child Account(s) Currency Transfer
Funds To Sweep Type Target
Balance
Minimum
Balance
Maximum
Balance
Add
Change
Debit*
Credit*
Target
Maximum
*One-way Sweep
Account Reconciliation (ARP) and Positive Pay Services
For the complete terms and conditions governing these services, see the Service Documentation including the TM Master Agreement and applicable Service Description(s). This set-up form supersedes any prior ARP and Positive Pay set up forms for the referenced account numbers.
Account reconcilement
Full account reconcilement
We use the daily check issuance data you provide to deliver a detailed statement and a variety of optional reports on paid and outstanding checks.
Partial account reconcilement
We provide a complete summary of your account activity for your account cycle.
Service Type Account number
Select an option Select an option
Positive Pay / Perfect Presentment / Positive Pay Only
Positive Pay Service1 (requires Full or Partial Account Reconcilement service) We systematically compare check information from checks presented for payment to the check issue data you provide and notify you of unmatched serial numbers and dollars.
Perfect Presentment Service1 (requires Full or Partial Account Reconcilement service) We systematically compare check information from checks presented for payment to the check issue data you provide and notify you of unmatched serial numbers and dollars.
Positive Pay Only1
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We systematically compare check information from checks presented for payment to the check issue data you provide and notify you of unmatched serial numbers and dollars.
1 In the event you fail to decision items by your assigned daily cutoff time, the system will apply your exception default decision indicated below.
Service Type Account number (1 account per row) Exception default decision Select an option Select an option Select an option
Payee Validation
Payee Validation Service (Requires Positive Pay, Positive Pay Only or Perfect Presentment) Note: recommended as an additional layer of fraud protection to Positive Pay, Positive Pay Only and Perfect Presentment services. With Payee Validation, we systematically review the payee field to identify discrepancies between the payee information on a presented check and the payee information you provided for that check.
Service Type Account number (1 account per row)
Payee Validation Select an option
Reverse Positive Pay
Reverse Positive Pay
We provide paid check information to you to compare against your check issue records. You will timely notify us by the Decision Deadline of checks that should be returned. Items cashed at a Wells Fargo Branch cannot be returned. Return decisions for teller-cashed items will be rejected and reported in the Reverse Positive Pay End of Day Decision report.
Note: Teller Match service is recommended as an additional layer of fraud protection for Reverse Positive Pay. As checks are presented to be cashed or deposited at a Wells Fargo branch, ATM or mobile deposit, we compare the check to the check issue data you provide for approval.
Note: Payment Authorization services including Maximum Check Cashing Amount are recommended as additional layers of fraud protection for Reverse Positive Pay.
Service Type Teller Match Account number
Reverse Positive Pay Select an option Select an option
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Customer Approval - (Authorized Signature Required)
Each person who signs this form on Customer's behalf is authorized to do so by resolution, agreement or other legally sufficient action of the governing body of Customer, if Customer is not an individual, or is an Authorized Signer on Customer's account. I (a) acknowledge the Customer has received and agrees to Wells Fargos Service Documentation governing the Treasury Management Services in which the Customer is enrolling, and (b) certify the Customer has authorized me to execute this Product Enrollment Form on its behalf.
Printed name of Authorized Signer Phone
Signature Date
Voice Wire only - Submitter information and instructions Internal Bank use only
Submitter name Submitter phone
Submitter email Submitter fax
Note: If Voice Wire is a component of this form, once the customer approves and signs the form, the Banker/Relationship Manager must approve and sign the form, then fax it to Wire Implementation at 866-922-6202 from a valid Wells Fargo fax. File copies in your location's record-retention file.
© 2024 Wells Fargo Bank, N.A.
Updated: January 12, 2024
Acceptance of Services
1. Agreement to be Bound by Service Documentation. By signing this Acceptance of Services ("Acceptance"), each customer identified on the signature block or, if applicable, on an attachment to this Acceptance ("Customer" or "Company") confirms that it has received and agrees to be bound by the Service Documentation for the Treasury Management Services (each, a "Service") in which Customer is enrolling. If Customer is enrolling in the Wells Fargo Developer Gateway, Customers signature confirms it has received and agrees to be bound by the Wells Fargo Developer Gateway Terms of Service. Customer may also be referred to as "Company" in the Service Documentation. "Service Documentation" is defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasury Management Services.
2. Power and Authority of Signer. Customer has granted the person(s) signing this Acceptance the authority on Customer's behalf to (i) enter into this Acceptance and other agreements with Bank for Services on or after the Effective Date of this Acceptance and (ii) amend, terminate, or otherwise act on behalf of Customer with respect to this Acceptance and the Services.
3. Security Procedures. Unless otherwise agreed, Customer agrees that "Security Procedure" is the applicable security procedure described in the Service Documentation for Customer's Initiation Method for the Service, which Bank will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method Bank offers in the product enrollment form ("Set-up Form") or other Service Documentation for delivering Customer's Transaction instructions to Bank with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which Bank receives in Customer's name with respect to a funds transfer.
The purpose of the Security Procedure is to verify the authenticity of the Transaction. Bank will not use the Security Procedure to detect an erroneous or duplicate transaction. Customer will be responsible for any erroneous or duplicate transaction Bank receives in Customer's name. Customer agrees to be bound by each Transaction, whether or not authorized by Customer, issued in Customer's name and accepted by Bank in compliance with the Security Procedure for the Service.
4. Commercially Reasonable. Customer acknowledges that it has had an opportunity to review the Security Procedures offered by Bank in the Security Procedure Reference Guide, available on Wells Fargo Vantage SM f/k/a Commercial Electronic Office® (CEO®). Customer agrees that each Security Procedure for the Initiation Method Customer has elected in the Set-up Form or other Service Documentation for each of its Services (a) best meets Customers requirements with regard to the size, type and frequency of its Transactions, and (b) is commercially reasonable.
If Customer has refused to use a standard Security Procedure and elects a non-standard Security Procedure, then Customer expressly agrees that the non-standard Security Procedure(s) Customer has elected better meets Customer's requirements than any standard Security Procedure with regard to the size, type and frequency of Transactions issued by Customer to Bank and is commercially reasonable.
Acceptance of Services 2
5. Confidentiality of Security Procedure and Authentication devices/passwords. Customer and Bank will preserve the confidentiality of the Security Procedure(s) and any passwords, codes, security devices and related instructions provided by Bank. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. Customer will maintain effective internal procedures to safeguard against any unauthorized Transaction and warrants that no individual will be allowed to initiate a Transaction without proper supervision and safeguards.
Customer name(s):
Printed Name of Authorized Representative
Signature
Date
© 2024 Wells Fargo Bank, N.A. All rights reserved.
Revised: April 2024
Master Agreement for
Treasury Management Services
The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (collectively, "Bank") provide you treasury management services (each a "Service"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in a Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document.
You and we agree:
1. Service documentation. The Service Documentation contains the terms governing each Service and includes:
a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") you use in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include our vendors' and our documentation related to the installation, set-up function, features, operation, use, pricing or other aspects of the Services, including Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).
The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted on Wells Fargo VantageSM ("Vantage") formerly known as Commercial Electronic Office® (CEO®) . If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation.
2. Services. You and we will agree upon the Services to be provided and the start date for each Service. Each Service is subject to the approval by our applicable branch or subsidiary. We will notify you when you have completed all requirements for enrolling in the Service and the Service is ready for you to use.
3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If a change to a Service requires a change to the Service Documentation, we will post the document(s) with the change on Vantage. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after a change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any Transaction (see section 6-a) governed by this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules.
4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other party. When a Service is terminated for any reason, the Service Documentation governing the terminated Service is also terminated.
We may suspend or terminate any Service:
a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to you if:
i. We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity, ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure,
iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"),
v. We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or
vi. The Account necessary to provide a Service is closed.
The termination of a Service will not affect your or our respective rights and obligations with respect to the Service(s) provided before the termination including without limitation Transactions. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any Vantage access rights under section 9(d) below.
5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account.
6. Security procedures.
a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer, payment order, or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate Transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service.
b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable.
7. Confidential information. Unless otherwise stated in the Service Documentation, "Confidential Information" means all (a) User Guides, (b) Security Procedures, passwords, codes, security devices and related instructions and technical and non-technical information and intellectual property rights relating to our vendors' or our technology, IT infrastructure or data security, including trade secrets, systems information security program or processes, SSAE or SOC reports, and testing procedures or results. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service.
You will:
a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information.
You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use.
8. Currency conversion. When your instructions require us to convert the amount of a Transaction from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your Transaction. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks.
If a financial institution designated to receive the funds does not pay the beneficiary specified in the Transaction, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the Transaction after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a Transaction and the time the Transaction is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return.
9. Vantage .
a. Description of Vantage. Vantage is our electronic banking platform that is accessed through the Internet. Your Authorized Agents (defined below) may use Vantage to access (i) Services in which you have separately enrolled and (ii) third-party sites we may make available through Vantage. We offer different channels through which you may access Vantage, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel.
b. Access to Vantage. When you enroll in Vantage, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access Vantage on your behalf (each, an "Authorized Agent"). Log-On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time.
We have no obligation to separately verify or authenticate any communication we receive in your name through Vantage, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions. c. Administration of Vantage. We offer two options for administering Vantage: (i) Administration and (ii) Bank administration.
i. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents:
Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following:
(1) A Company Administrator, who may perform all functions of your initial Company Administrator,
(2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or
(3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self-enroll.
Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll.
ii. Bank administration. For the Bank administration option, there is one category of Authorized Agent:
Users. We will assign Log-On Credentials to each User you designate.
You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access Vantage. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access.
d. Terminating access. We may terminate or restrict any Authorized Agent's access to any Service through Vantage if we determine such use:
i. Does not comply with any term applicable to Vantage, ii. Is not permitted by Applicable Law,
iii. Is not authorized by you or any third party whose authorization we believe is necessary, or iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance).
e. Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at Vantage. The posting of any Financial Information or any other information or data at Vantage is not a recommendation by us of any particular Service or action. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information. f. Miscellaneous. For purposes of this section 9 only, "Service" includes each service and product we or any of our affiliates offer that you access through Vantage. This section 9 will survive the termination of any Service or this Agreement.
10. Alerts.
a. Non-subscribed alerts. When you enroll in Vantage or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose.
11. Liability and indemnification.
a. We are not obligated to honor, in whole or in part, any Transaction or other instruction that:
i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you,
iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation.
c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account.
d. We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service.
e. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred).
f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of:
i. The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense.
You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim).
g. Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for:
i. Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or
ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action.
h. When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer.
12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law").
13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less
than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section.
14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts.
15. Miscellaneous.
a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation.
If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction.
b. Entire agreement. The Service Documentation (and any documents referred to therein):
i. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and
ii. Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable).
c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. d. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation.
f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us.
g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised.
h. Use of names. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use. i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission.
i. You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us. ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager.
iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service.
vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation.
16. Survival. Sections 7, 9, 11 - 15 will survive termination of the Services or this Agreement.
Appendix X
Applicable Branches or Subsidiaries of Bank
1. Wells Fargo Bank, N.A., UK Branch
2. Wells Fargo Bank, N.A., Canadian Branch
3. Wells Fargo Bank, National Association, Shanghai Branch
4. Wells Fargo Bank, National Association, Hong Kong Branch
Commercial Account Signature Card
© 2024 Wells Fargo Bank, N.A. Member FDIC.
Revised - January 2024
1. Account Title(s)
Account #1:
CoID(Internal Use):
Title Line 1:
(Customers full legal name matching Customers formation documents 40 characters max.)
Optional Account Title Lines (40 characters max per line.) Title Line 2:
Title Line 3:
Title Line 4:
(If applicable, enter DBA name on last available title line.) Account #2:
CoID(Internal Use):
Title Line 1:
(Customers full legal name matching Customers formation documents 40 characters max.)
Optional Account Title Lines (40 characters max per line.) Title Line 2:
Title Line 3:
Title Line 4:
(If applicable, enter DBA name on last available title line.)
2. Regulation GG Certification
Is the, Customer, or any entity for which the account will be maintained, engaged in the business of internet gambling? No, this entity is not engaged in the business of internet gambling.
Yes, this entity is engaged in the business of internet gambling.
3. Account Signers
Signer #1
Printed name
Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions.
Limited Signer Authorized Signer
Internal use only: CIS customer number for above signer:
Signer #2
Printed name
Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions.
Limited Signer Authorized Signer
Internal use only: CIS customer number for above signer:
Signer #3
Printed name
Signer role; please select one. If none selected, the default will be limited signer. Refer to section 4 for authority definitions.
Limited Signer Authorized Signer
Internal use only: CIS customer number for above signer:
© 2024 Wells Fargo Bank, N.A. Member FDIC.
Revised - January 2024
4. Authorized Representative's Certification, Acknowledgement, and Agreement By signing below, I certify that the Customer has designated each of the individuals named in Section 3 above as a) a "Limited Signer" who is authorized, acting alone, to (i) sign checks drawn on the account(s) and (ii) instruct Wells Fargo with respect to stop payment order(s); or b) an "Authorized Signer who is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with respect to stop payment order(s) and (iii) initiate funds transfers between accounts on Business Online Banking, and (iv) perform other branch transactions in accordance with the customers contractual arrangements with Wells Fargo.
Designating signers on the signature card does not authorize the signer to access Wells Fargo VantageSM f/k/a Commercial Electronic Office® (CEO®) or CEO® ("Vantage").
Wells Fargo may obtain credit reports or other information about the customer. Wells Fargo may disclose information about each account to its affiliates, to credit reporting agencies, and to other persons or agencies that, in Wells Fargo's judgement, have a legitimate purpose for obtaining the information.
I acknowledge that the Customer has received the Wells Fargo Commercial Account Agreement and agrees its terms and conditions, as amended from time to time, will govern the account(s).
Printed name Position/Title
Signature Date
5. Internal use only
Banker name: Banker phone: Banker MAC:
AU: RAU: Officer #:
Submitter name: Submitter phone:
Authorization Certificate
Deposit Accounts and Treasury Management Services
© 2024 Wells Fargo & Company. Confidential when completed.
Authorization Certificate Non-personal accounts
Revised August 2024
The undersigned hereby certifies to Wells Fargo Bank, National Association (Bank) that:
1. (Account holder's complete legal entity/company name), a (description of Account holder's business entity type)
("Customer"), has authorized the undersigned to make the certifications in this Certificate on Customer's behalf.
2. Each of the following individuals:
Name Title Country of permanent
residence
Business phone number Business email address
Name Title Country of permanent
residence
Business phone number Business email address
Name Title Country of permanent
residence
Business phone number Business email address
Name Title Country of permanent
residence
Business phone number Business email address
Name Title Country of permanent
residence
Business phone number Business email address
Name Title Country of permanent
residence
Business phone number Business email address
is referred to in this Certificate as an "Authorized Representative" with full authority, acting alone, to:
a) enter into those agreement(s) that Bank requires regarding opening, operating, and closing deposit accounts for Customer at Bank (each, an Account) and enrolling in, using, and terminating Bank services including Bank's non-deposit sweep services used in connection with the Account(s) (each, a Service); b) authorize all types of Account transactions, provided Bank has completed setting up the Authorized Representative for the Service that will be used to facilitate the transaction, and instruct Bank regarding Accounts and Services; and
c) designate individuals as additional Authorized Representatives.
2 Authorization Certificate - Non-Personal Accounts
3. This Certificate reflects actions duly taken by Customer in accordance with its governing documents. It revokes all prior Authorization Certificate(s) on file with Bank and shall continue in effect until Bank has received and had a reasonable time to act on Customer's written notice revoking it, which shall be effective only as to actions which are taken by Customer thereafter. Actions authorized in this Certificate but performed prior to its execution are approved and ratified.
Certified to:
By/Signature:
Printed name:
Title:
Date:
Tax Identification Number of Customer:
(TIN of the Customer as assigned by the IRS.)
© 2023-2024 Wells Fargo Bank, N.A..
Revised March 5, 2024
Commercial Depository Service Description
Treasury Management Services
Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.
The service ("Service") covered by this Service Description is:
Commercial Depository
SafeVantage®
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The SafeVantage Service Setup Form (the "SafeVantage Setup Form"), c. The Acceptance (which indicates your acceptance of the Service Documentation), d. The Master Agreement (which contains terms and conditions applicable to all services), e. The Account Agreement governing your account that you use for the Service ("Account"), f. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
g. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).
The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted on Wells Fargo Vantage
SM formerly known as Commercial Electronic Office® or CEO® ("Vantage"). If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.
Commercial Depository Service
1. Description of Service. With the Service, you may:
a. Order Cash we prepared and make such Cash available to your Agent at our cash vault, and b. Deliver currency, coin, checks and other negotiable instruments to our cash vault or Night Depositories for processing.
2. Cash orders from our cash vault.
2 Commercial Depository Service Description
a. Cash Requests. You may make a Cash Request of a Cash Shipment. The Cash Shipment will be made available to your Agent in Cash Bags at our cash vault. We are authorized to act upon any Cash Request we receive in accordance with this Service Description, and which we believe in good faith has been made by one of your Authorized Representatives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Request.
b. Making Cash available to your Agent. We are authorized to make Cash Shipments available to any person we in good faith believe to be your Agent. We will have no further responsibility, and you assume all risk of loss for Cash made available to any such person. We will make Cash Shipments available only at the locations, on days, and during the hours published by us from time to time. We reserve the right to suspend the Service at any time without notice.
c. Your Authorized Representatives. You will promptly certify to us the identity of each Authorized Representative. You will give prior written notice to us of any change in the authority of any Authorized Representative. We will be fully protected in relying on each such notification and on your obligation to promptly notify us of any change in the status of the Authorized Representative. We will have a reasonable period of time to act after receiving such notification.
d. Security procedures. For requests made in writing or by fax, operator-assisted telephone call or transmission, a Customer ID assigned by us is required. For Vantage requests, you must have Log-On Credentials. For touch-tone/automatic response telephone requests, a Passcode is required. Operator limits may also be required. It is your responsibility to establish internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, Log-On Credentials and Passcode(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. You will notify us immediately in the event a breach of security is suspected. e. Debit of Account. On each Business Day that we make a Cash Shipment available to your Agent, we are authorized to debit your Account for the aggregate amount of the Cash Shipment. You will maintain collected balances in the Account sufficient at all times to fully cover any debit. We have no obligation to release a requested Cash Shipment or any portion thereof to your Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Cash Shipment when it is to be made available to your Agent. If you fail to specify your Account to us, we may debit any account which you maintain with us for the amount of a requested Cash Shipment.
f. Packing slip; differences in shipment amount. A packing slip will be included with each Cash Shipment which states:
i. The aggregate amount of the Cash Shipment,
ii. The overall number of containers included in the Cash Shipment, and iii. The number of containers delivered to your Agent for transmittal to you.
For each Cash Shipment we make available to your Agent, you will notify us immediately in writing of any difference between the amount specified on the packing slip for that Cash Shipment and the amount, as counted by you, of the Cash Shipment. In the event that the difference cannot be resolved, our count of the amount of the disputed Cash Shipment will be conclusive and binding on you.
3. Cash vault processing. The following procedures will govern delivery of Deposit Shipments to our cash vault locations and our processing of such Deposit Shipments:
a. Delivery by your Agent. You will deliver Deposit Shipments in Deposit Bags to one of our cash vaults via your Agent. You are responsible for making all arrangements with your Agent for delivery of Deposit Shipments, and you assume all risk of loss while a Deposit Shipment is in the possession of your Agent. We may accept Deposit Shipments from any person we believe in good faith to be your Agent. The delivery of a Deposit Bag to us or our receipt of it on a manifest will not be deemed proof of our receipt of the contents listed on the deposit slip contained in the Deposit Bag or your records. We will have no responsibility for any Deposit Bag or its contents delivered to one of our cash vaults until we accept the Deposit Bag in accordance with our procedures and we count the contents of the Deposit Bag.
b. Delivery procedures. When you deliver a Deposit Shipment to our cash vault, you agree you (and/or your Agent) will do the following:
i. Deliver Deposit Bags only at the locations, on the days, and during the hours published by us from time to time,
ii. Properly endorse all checks and other negotiable instruments included in a Deposit Shipment, iii. Use only Deposit Bags approved by us that are properly secured,
3 Commercial Depository Service Description
iv. At the time of delivery, your Agent will provide us with a delivery manifest which specifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag,
v. Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains, and
vi. Retain a copy of the receipt or other document covering each Deposit Bag you deliver to your Agent for at least one year from the date of delivery.
You agree you will only use Deposit Bags for the deposit of Items. You will not use Deposit Bags in any unauthorized manner or for any unlawful purpose. As to any property other than Items included in a Deposit Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. c. Cutoff Time; AccountDeposits. If a Deposit Shipment is received at one of our cash vaults on a Business Day before the Cutoff Time for that cash vault, the total amount of the deposits in such Deposit Shipment will be credited on that Business Day to the Account specified on the deposit slip for that Deposit Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after the Cutoff Time, the total amount of the deposits in that Deposit Shipment will be credited to the Account on the next succeeding Business Day. We will not deposit any Items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Deposit Shipment. d. Processing of Deposit Shipments. You authorize us to open each Deposit Bag, count the contents, credit the amount of Items to the Account with us indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with our customary procedures. All deposits are subject to verification, and our count of the Items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between you and us until the count has been completed and the deposit credited to the Account. You acknowledge that you have had an opportunity to have our applicable count and verification procedures explained to your Authorized Representative and agree that the same will be deemed commercially reasonable. e. Adjustment procedures. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is less than the amount reported on the deposit slip covering that Deposit Shipment, we will debit the Account specified on the deposit slip by such difference and report the difference to you. If that Account has an insufficient collected and available balance to cover the debit, we will debit any of your other accounts with us for the difference. You agree to promptly reimburse us for the difference (or any portion thereof) for which there are insufficient available balances in your accounts with us. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shipment, we will credit the Account specified on the deposit slip for the difference and notify you.
4. Night Depository delivery and processing. The following procedures will govern Night Deposits, and our processing of Night Deposits:
a. Night Depositories; issuance of keys. You may make Night Deposits to your Account by placing the Items to be deposited into a Night Bag and then placing the Night Bags in the Night Depository. Each of your offices listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Branch. You will designate to us in writing the individuals to receive the key for each of your offices. We may require such individuals to sign a receipt for the keys they receive. b. Contents of Night Bags; deposit of Night Bags. You agree that Night Bags will be used only for the deposit of Items, and will not be used in any unauthorized manner or for any unlawful purpose. If any property other than Items is included in a Night Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. Each Night Bag must contain one or more deposit slips which:
i. Lists all the Items contained in that Night Bag and their total dollar amount, and ii. Identifies your Account to which the dollar amount of the deposit is to be credited.
At the time each Night Bag is placed in a Night Depository you agree to securely close each Night Bag, place it completely in the Night Depository and securely lock the Night Depository. c. Processing of Night Deposits. We may open each Night Bag and remove its contents without you or any of your representatives present. The contents of each Night Bag will be processed in accordance with our standard procedures. The Cutoff Time for deposits made through the Night Depository may be different from that for deposits made at the teller line. You understand and agree that the contents of a Night Bag will not be credited to the Account, nor will the relationship between you and us be that of a debtor to a creditor with respect to any Item in a Night Bag, until we have accepted the Item for deposit into the Account after counting all the Items in the Night Bag and calculating the total dollar amount of all such Items.
4 Commercial Depository Service Description
d. Counting and adjustments. If your records regarding the total dollar amount of the Items in any Night Bag differ from our calculation of the total dollar amount of the Items in the Night Bag, you have the burden of proving that your records show the correct amount in the Night Bag or our total will be accepted as final. If there is a difference between our total and your total for the amount of Items in a Night Bag (as shown on the deposit slip(s) in the Night Bag), we will send you a statement indicating the amount of the difference. In the event that the difference cannot be resolved, our count of the dollar amount will be conclusive and binding on you. e. Claims of lost or stolen Items. You agree that you will have total responsibility for each Night Bag and its contents until the Night Bag has dropped completely into a Night Depository. You agree to notify us immediately if you determine that any Night Bag or any Item in a Night Bag has been lost or stolen while at one of our Branches.
You will have the burden of proving the amount of any Item which you claim was lost or stolen while it was at a designated Branch and that disappearance of the Item occurred while it was at the designated Branch.
5. Special instructions. You may notify us in writing of any special instructions relating to cash orders or deposits of Items at our cash vault or Night Depositories. We may at our option accept or reject the instructions and so notify you.
Even if accepted, we may stop complying with the instructions upon prior notice to you if we believe continued compliance would increase our costs or risks, interfere with our established or revised procedures, or diminish the efficiency of our operations. You will be solely liable for any loss attributable to increased risk resulting from a special instruction.
6. Further assurances. You agree to do all acts we may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description. You agree to provide us with information we request regarding any Deposit Shipment, including any information necessary to file a Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment.
7. Representations and warranties. To be eligible to make Deposit Shipments at a cash vault or Night Depository, you represent and warrant to us at the time of the delivery of each Deposit Shipment that:
a. Deposits for own account. You make Deposit Shipments for your sole account and do not directly or indirectly make any Deposit Shipments on behalf of any other party, unless you have previously disclosed such party to us and we have approved such party in writing, in our sole discretion. b. No deposits from outside the United States. You do not make Deposit Shipments from any source known, or which upon reasonable inquiry would be known to you, to be outside the United States. c. No business as a foreign exchange house. You do not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio.
8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures.
9. Termination of Services. We may immediately terminate this Service in whole or in part in the event of your breach of any representation or warranty in section 7 (Representations and warranties). Otherwise, we may terminate this Service upon sixty (60) days prior notice to you.
10. Survival. Sections 2(e), 2(f), 3(d), 3(e), 4(d), 4(e), 6 and 9 will survive termination of this Service.
SafeVantage
®
Service
1. Description of Service. We make the SafeVantage Service available to you in connection with the Commercial Depository Service described above in this Service Description. With the SafeVantage Service, we will provide provisional expedited credit to you for the Cash currency properly deposited into the Equipment's currency acceptors.
Following our receipt of a Safe Report, we will provide provisional expedited credit to your Account in the total amount set forth in such Safe Report. Credits will only be applied on Business Days in accordance with the SafeVantage Setup Form. Currency and other Items inserted using the manual envelope drop of the Equipment will not receive provisional expedited credit, and will be processed and credited in accordance with the cash vault processing procedures for the Commercial Depository Service, as described above in this Service Description.
2. Conditions to provision of our SafeVantage Service. As conditions to our provision of the SafeVantage Service:
a. You must enter into a Vendor Agreement,
b. We must agree that the Equipment is suitable and compatible, in our sole discretion, for the SafeVantage Service, and
5 Commercial Depository Service Description
c. You must agree to use the Equipment in accordance with the Vendor Agreement and as instructed by us as necessary from time to time in connection with the SafeVantage Service.
You acknowledge that we are not providing the Equipment and have no obligation or liability with respect to the Equipment or any service related thereto other than the SafeVantage Service.
3. Ownership of Cash. You agree that Wells Fargo-Owned Cash is our Cash currency and will not at any time be your property or the property of any other person, including your Agent. No person, other than us and our Representatives, shall have any possessory or ownership rights to Wells Fargo-Owned Cash under Section 362 or Section 541 of the U.S. bankruptcy code. You shall take all actions necessary, and all additional commercially reasonable actions that we request to ensure and evidence that Wells Fargo-Owned Cash remains our sole and exclusive property. You agree that neither you nor your Agent will commingle Wells Fargo-Owned Cash with Cash currency owned by another financial institution or any other person.
4. Access to Cash. You agree that physical access to Wells Fargo-Owned Cash will be restricted to:
a. Your Agent solely for the purpose of performing services in accordance with the Vendor Agreement, and b. If applicable, a maintenance service provider solely for the purposes of providing routine maintenance services or repairs on the Equipment.
You agree that we will, at all times, have control and immediate access to all Wells Fargo-Owned Cash by having : (1) the ability to recall any of the Wells Fargo-Owned Cash the same Business Day as the day of the request; and (2) unfettered and immediate access to the Wells Fargo-Owned Cash upon your financial distress as determined in our sole discretion. You agree to fully cooperate with us and our representatives in connection with our access to Wells Fargo-Owned Cash, including instructing your Agent to deliver Wells Fargo-Owned Cash to one of our cash vault locations if and as requested by us. You release us and our representatives (including without limitation any armored carrier engaged by us) from any and all Losses arising out of or related to our representative acting on our request or direction to access Wells Fargo-Owned Cash on our behalf and/or to deliver the Wells Fargo-Owned Cash to us, except to the extent any Losses arise from the gross negligence or willful misconduct of our representative. Our representative shall be a third party beneficiary of the release described above in this section.
5. Risk of loss. You are responsible for all risk of loss and liability for Wells Fargo-Owned Cash that is not at one of our cash vault locations, including but not limited to loss, damage or contamination of Wells Fargo-Owned Cash, theft or destruction of Wells Fargo-Owned Cash, malfunction of the Equipment or you, your Agent's or any of your representative's negligence or willful misconduct.
6. Adjustments. If the total amount of the Cash currency processed and verified for a Safe Report is less than the amount reported for such Safe Report, we may debit the Account without notice to you. If the Account has insufficient funds to cover the debit,we may debit any of your other accounts with us for the difference, and you agree to promptly reimburse us for the difference (or any portion thereof) upon our demand, without setoff or counterclaim. If the total amount of the Cash currency processed and verified for a Safe Report is more than the amount reported on such Safe Report, we will credit the Account for the difference without notice to you. If your Vendor Agreement provides any guarantees or other protection for the contents of the Equipment including Cash currency deposited through the currency acceptors, we reserve the right to require you to file a claim with such vendor before making any claim against us.
7. Reimbursement. Unless it results solely from our negligence or willful misconduct, you will reimburse us for Losses we incur from (a) providing the SafeVantage Service to you in accordance with this Service Description, or (b) an action you ask us to take in connection with the SafeVantage Service and this Service Description. You authorize us to recover any such amount by debit to your accounts with us or our affiliates.
8. Contaminated Cash. You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures.
9. Survival. Sections 3 - 7 will survive the termination of the SafeVantage Service.
10. Notice. You agree to provide us immediate notice of any default or breach of the Vendor Agreement by you or the vendor or termination of the Vendor Agreement.
6 Commercial Depository Service Description
11. Termination. Either party may terminate the SafeVantage Service in accordance with the terms of the Master Agreement. In addition, if the Vendor Agreement is terminated for any reason, the SafeVantage Service will automatically terminate, unless otherwise agreed by you and us.
Glossary
Account Agreement means the applicable account agreement governing your Account.
Agent means an armored car service approved by us or, in Alaska only, the U.S. Postal Service, in each case, acting as your agent.
Applicable Law is defined in section 3 of the Master Agreement.
Authorized Representative means (a) any person you authorize us to communicate with regarding authorization codes or other security procedures for this Service; (b) your Agent authorized to accept delivery of Cash; and (c) where applicable, the persons who are authorized users of this Service.
Branch means one or more of our branch locations listed on our Night Depository Set-up Form.
Business Day means every day except Saturday, Sunday and federal holidays.
Cash means U.S. denominated currency and coin.
Cash Bag means bags or other containers into which Cash Shipments are placed.
Cash Request means a request you make to us in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically by transmission, fax, or Vantage for a Cash Shipment in the amount you specify.
Cash Shipment means shipments of Cash in Cash Bags in accordance with this Service Description.
Currency Transaction Report is defined in the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time.
Customer ID is a unique identifier given to you by us for each of your locations enrolled in the Service.
Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.
Deposit Bag means bags or other containers into which Deposit Shipments are placed.
Deposit Shipment means your delivery of Items in accordance with this Service Description.
Equipment means certain units of safes provided by vendors, in each case, acceptable to us.
Items mean, collectively, Cash, checks and other negotiable instruments properly endorsed by you.
Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees).
Master Agreement means the Master Agreement for Treasury Management Services.
Night Bag means disposable bags used for Night Deposits.
Night Deposit means your delivery of Items to our Night Depositories in accordance with this Service Description.
Night Depository means the night depository receptacle at one of our Branches.
7 Commercial Depository Service Description
Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Depository.
Passcode means a code established to access our Telephony Interface Unit via the telephone number we provide to you.
Safe Report means a transmission report from any unit of Equipment stating the amount of Cash currency inserted into the Equipment's currency acceptors.
Vendor Agreement means a valid and binding agreement with a vendor, acceptable to us, for the provision of the Equipment.
Wells Fargo-Owned Cash means all Cash currency located in the Equipment and the amount of Cash currency removed from the Equipment for delivery to us by your Agent, in each case, for which we have given you provisional expedited credit.
© 2023 Wells Fargo Bank, N.A.
Revised December 13, 2023
Check Collections Service Description
Treasury Management Services
Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.
The services (each a "Service") covered by this Service Description are:
Returned Items Service
Wells Fargo Remote Deposit Capture Service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).
The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted on Wells Fargo VantageSM f/k/a Commercial Electronic Office® or CEO® (hereinafter, Vantage). If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.
Returned Items Service
1. Description of service. This Service includes:
a. Special Instructions regarding the handling of your Returned Items (section 2), b. Returned Item Decisioning through Vantage(section 3), c. Electronic Returns through which we submit your Returned Items as RCK entries in accordance with the ACH Rules (section 4),
2 Check Collections Service Description
d. Centralized Return Processing through which we process your Returned Items as your centralized return processor (sections 5),
e. Returned Item Forwarding through which we forward Returned Items you receive on your Accounts to your centralized returns processor (section 6), and
f. Returned Item Service Fee Recovery through which we issue MICR drafts to recover service fees you charge your customers in connection with Returned Items (section 7).
We will provide the Returned Item Service to you in accordance with the Service Documentation, including the User Guide for the Service that we make available to you, and Applicable Law.
2. Special instructions. We will process your Returned Items in accordance with any special instructions you communicate to us from time to time as described further in the User Guide for the Service.
3. Returned Item decisioning; access to images.
a. Returned Item decisioning. If you elect this Service option, you can send us processing instructions through Vantage for Returned Items we received prior to the applicable Cutoff Time each Business Day. Each message related to the processing of a Returned Item (your "Decisioning Instruction") must be received by us by the decisioning Cutoff Time each Business Day. If we do not receive your Decisioning Instruction by the decisioning Cutoff Time, we will handle the Returned Item in accordance with your Default Instruction. "Default Instruction" means your election for us to take one of the following actions for a Returned Item, as specified in your Set-Up Form for the Service:
i. "Redeposit," meaning we redeposit the Returned Item, or ii. "Chargeback," meaning we chargeback the Returned Item to one of your accounts in accordance with section 9 below.
b. Access to images. If you elect this option, we will make images of Returned Items available to you through Vantage or other channels or transmission methods you and we agree to. These images are retained for the time period set forth in our retention policy for the Service.
4. Electronic returns. If you elect this Service option, we will submit RCK entries for your Returned Items that we have determined (using a data-based decisioning method) qualify as RCK entries under the ACH Rules. a. The ACH Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original Item for which the RCK entry is initiated. If we incur any liability for breaching these warranties, you will reimburse us and not hold us responsible or liable.
Warranties.
b. Rejected entries. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to us. In the event any RCK entry submitted on your behalf is rejected by the ACH for any reason and we have sufficient data to permit us to repair the RCK entry, we will make the repair. Upon our request, you will provide us with all information necessary to repair any RCK entry or file of RCK entries. c. Provisional credit. Any credit to your Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, you will immediately deposit with us sufficient funds to cover the returned RCK entry or adjustment memorandum. You authorize us to debit the Account or any other accounts you maintain with us for the amount of any returned RCK entry or adjustment memorandum.
5. Centralized check return. If you elect this Service option and it is available to you, we will process Returned Items from your Account and accounts with other financial institutions with which you arrange for us to provide this Service. a. Centralized return endorsement. You will place a Centralized Return Endorsement on the back of each check or other Item you intend to deposit with a financial institution other than us that, upon dishonor, you wish to have returned to the Account you designate for this Service. Upon your request, we will supply you with an endorsement stamp or examples of endorsement stamps that satisfy the requirements of this section. b. Relation of multiple endorsements. You agree that the Centralized Return Endorsement:
i. Is in addition to and not in place of the endorsement placed on an Item by the depositary bank, ii. Could obscure, in whole or in part, the endorsement placed on the Item by the depositary bank, and iii. Could be obscured by, in whole or in part, the endorsement placed on each deposited Item by the depositary bank.
6. Returned item forwarding. If you elect this Service option:
3 Check Collections Service Description
a. You will notify us of the financial institution you choose as your centralized return processor, b. You will place your Centralized Return Endorsement identifying your centralized return processor on the back of each check or other Item you deposit to your Account that, upon dishonor and subsequent receipt by us, you want us to forward to your centralized return processor, and c. We will forward the Returned Items that we receive to your centralized return processor.
7. Returned Item service fee recovery. If you elect this Service option, Wells Fargo may issue a MICR draft on the account of the issuer of a Returned Item in the amount that you and we separately agree will be your Returned Item service fee.
8. Delayed returns. Under Applicable Law, paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either us or to the actual depositary bank and there could be a significant delay in our receipt of a Returned Item. You, not us, are solely responsible for any and all Losses that may arise in connection with any delay in the return of any Returned Item under this Service Description, including any Item to be returned to your centralized return processor under section 5.
9. Chargebacks. We may chargeback a Returned Item to any account you maintain with us without regard to whether the Returned Item was initially deposited to your Account or at another financial institution.
10. Representations and warranties. You represent and warrant to us and agree as follows:
a. Authorization. The issuer of any Returned Item has authorized you to represent the Returned Item electronically and that authorization is legally sufficient under Applicable Law. b. Representment/Returned Item fees. You acknowledge that the ACH Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and the related fees. You agree that each Item you deposit to your Account or another financial institution will only be for the amount of the Item, and will not include any amount for a representment/returned item fee or similar fee.
c. Returned Item service fees. You have properly disclosed to all your customers that you charge a service fee for Items returned unpaid for any reason as described in section 7.
11. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from Losses arising directly or indirectly from or related to:
a. Any material breach in any of your representations, warranties and agreements contained in this Service Description,
b. The violation of any Applicable Laws in the performance of your obligations under this Service Description, c. A breach of any warranty we make under the ACH Rules in connection with our Electronic Returns Service option as described in section 4,
d. Any action you ask us to take in connection with this Service, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and e. A delay in the return of any Item deposited to your account at another financial institution as described in section
8. 12. Survival. Sections 4, 8, 9, 10 and 11 of this Service Description will survive termination of the Service.
Wells Fargo Remote Deposit Capture Service
(Wells Fargo Electronic DepositSM, Desktop Deposit®, and Mobile Check Deposit)
1. Description of service. With this Service you can create Electronic Checks from eligible paper checks and transmit the Electronic Checks (and where applicable an Electronic File) to us to deposit in your Account in accordance with the Service Documentation. For each Electronic Check we determine is eligible for processing, we will:
a. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank, b. Post or present any Electronic Check for which we are the Paying Bank, or c. Create a Substitute Check (as defined in the applicable Account Agreement) that we will present directly or indirectly to the Paying Bank.
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2. Creating Electronic Checks. To create Electronic Checks (and where applicable send us Electronic Files), you will use hardware and software capable of creating Electronic Checks that meet our standards and specifications. We will review each Electronic Check and process the Electronic Checks we determine are eligible for processing:
a. On the Business Day you transmit the Electronic Checks (or if applicable, your Electronic File) to us, if we received the Electronic Checks before the Cutoff Time, and b. On the next Business Day if you transmit the Electronic Checks (or if applicable, your Electronic File) to us after the Cutoff Time.
3. Exception Checks. Our User Guide for this Service lists eligible U.S. Dollar checks (as well as ineligible checks).
We may, without liability to you, reject Electronic Checks we determine are ineligible for this Service or that Applicable Law prohibits us from accepting through this Service (an "Exception Check"). We will notify you of each Exception Check through Vantage or other communication channel. You will deposit an Exception Check to your Account only by depositing the corresponding original paper check or as otherwise agreed between you and us.
Even if we do not identify an Exception Check during processing, a Substitute Check may be returned to us because the Paying Bank determines it is not eligible. Our failure to identify an Exception Check will not limit your obligations to us under section 7.
4. Deposits to your account. We will be deemed to have accepted each Electronic Check (other than any Exception Check) for deposit to your Account (a) on the Business Day we process the Electronic Check (b) at our office where your Account is maintained. Funds from these Electronic Checks will be made available as provided in our Funds Availability Policy applicable to your Account and will be deemed to be collected as set forth in our Electronic Deposit Collected Funds Schedule. We will provide these documents (as amended from time to time) to you upon request.
Any check you deposit that is returned to you may be returned in the form of a Substitute Check. If we receive a notice of nonpayment from Paying Bank for an Electronic Check or Substitute Check presented for payment, we have no obligation to provide this notice to you or your customers.
5. Third-party processors.
a. General. You are a "third-party processor" when you use this Service either to (a) create and process an Electronic Check on behalf of your customer or (b) process an Electronic Check one of your customers has created and transmitted to you.
b. Customer due diligence. Before acting as a third-party processor for any customer, you will conduct due diligence appropriate to the type of customer (consumer or business). As part of your due diligence, when a customer opens an account with you, you will obtain the customer's name, Taxpayer Identification Number, and address. In addition, you will comply with any obligations under Applicable Law for:
i. Establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program, ii. Establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in your Anti-Money Laundering Program, and iii. Suspicious activity monitoring and reporting.
c. Customer agreements. You will also enter into an agreement with each of your customers which includes:
i. Provisions paralleling those in this Service description relating to creating Electronic Checks and maintaining the security of original paper checks,
ii. Warranties paralleling each of the warranties you make to us in this Service description, iii. An acknowledgement that we may at any time refuse to process Electronic Checks for that customer, and iv. If the customer is a business entity, an obligation that customer, upon your request, will provide you the information you require to understand the nature of the customer's business. d. Risk parameters; ongoing monitoring. For each of your customers, you will use reasonable commercial standards to monitor the customer's deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis. You will take appropriate actions with respect to the customer's account, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with you. We will establish and maintain confidential internal risk parameters for your Electronic Checks but you are solely responsible for monitoring your customer's Electronic Checks.
5 Check Collections Service Description
6. Your representations and warranties. You represent and warrant to us and agree that you will:
a. Use this Service only for eligible paper checks payable to or endorsed for deposit by you or your customers (unless we expressly agree otherwise),
b. Transmit to us only Electronic Checks eligible for processing including legible Electronic Checks containing machine-readable MICR data,
c. Not transmit to us any Electronic Check that duplicates an Electronic Check previously transmitted to us or that did not originate as an eligible paper check,
d. Ensure that each original paper check for which you or one of your customers has created an Electronic Check is securely retained and then securely destroyed (including all nonpublic personal information on the original paper check) and properly secure all hardware you use in connection with this Service, e. Not transmit to us, deposit to your Account, or otherwise negotiate any original eligible paper check for which you have transmitted an Electronic Check to us, unless we have notified you that the Electronic Check is an Exception Check, and
f. If you use an agent to create Electronic Checks and/or transmit your Electronic Files to us, you will ensure your agent transmits only Electronic Checks payable to you, unless we expressly agree to permit the agent to include Electronic Checks payable to multiple customers of ours.
7. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from and against all of our Losses arising directly or indirectly from or related to:
a. Any negligent or intentional act or omission by you in the performance of your obligations under this Service description including breaching your obligation under section 6(d) above, in which event Losses will include consequential damages,
b. Any material breach in your representations, warranties, covenants, or obligations in this Service description, c. Us acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of Substitute Checks, in which event Losses will include consequential damages, d. Us posting or presenting an Electronic Check for which we are Paying Bank or presenting an Electronic Check to the Paying Bank for payment,
e. The transfer or return of an Electronic Check or an Electronic Returned Check on your behalf, f. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), g. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an Electronic Check is created, if the loss is due to the check having already been paid, and h. If we transfer or present an electronically-created item and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the Paying Bank, and any subsequent returning bank against Losses that result from the fact that:
i. The electronic image or electronic information of the electronically-created item is not derived from a paper check,
ii. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and iii. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid. "Electronically-created item" means an electronic image that has all the attributes of an Electronic Check or Electronic Returned Check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a Substitute Check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check, an Electronic Returned Check, the original check, a Substitute Check, or a paper or electronic representation of a paper Substitute Check, in a way that the warrantee will be asked to make payment on a check that it has already paid.
When we transfer an Electronic Check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the Paying Bank, and the drawer.
When we transfer an Electronic Returned Check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner.
6 Check Collections Service Description
8. Termination. In addition to our rights to suspend or terminate Services under the Master Agreement, we may suspend or terminate this Service immediately upon notice if we determine in our sole discretion that you have breached any of your obligations under sections 6 or 7 of this Service description.
9. Additional controls.
a. General. We may upon reasonable prior notice to you to:
i. Mandate specific internal controls at your locations, ii. Periodically audit or require audits of your RDC operations including your IT infrastructure at your expense, and
iii. Request additional information about you.
b. Your internal controls. You will establish internal controls related to your RDC operations. Upon reasonable request, you will provide us with information about your internal controls and will work in good faith with us to resolve any concerns that that we have regarding these controls. c. Your consumer complaints. With reasonable prior notice to you, you will provide us with information about consumer complaints you receive relating to your RDC product ("consumer complaints"), including:
i. Your procedures for handling consumer complaints,
ii. The number of consumer complaints you received in the prior calendar quarter, and iii. The current status of each consumer complaint.
10. Survival. Sections 6 and 7 of this Service Description will survive termination of the Service.
Glossary
Account Agreement means the applicable account agreement governing your Account.
ACH means the Automated Clearing House.
ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.
Applicable Law is defined in section 3 of the Master Agreement.
Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service.
Centralized Return Endorsement means a special endorsement on a Returned Item which (a) includes all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit, (b) to the extent possible, conforms to applicable formatting specifications, and (c) is more prominent than the endorsement of the actual depositary bank.
Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.
Electronic Check means an electronic image of, and electronic information derived from a paper check.
Electronic File means the electronic file you (or your vendor) create and send us when transmitting Electronic Checks using the Wells Fargo Electronic Deposit Service.
Electronic Returned Check means an Electronic Check derived from a paper returned check. is defined in the Account Agreement.Item
Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees).
Paying Bank means the bank on which the original paper check to which the Electronic Check relates is drawn or through which the original paper check is payable.
Master Agreement means the Master Agreement for Treasury Management Services.
7 Check Collections Service Description
RCK entry is defined in the ACH Rules.
Representatives is defined in section 11(f) of the Master Agreement.
Returned Item means an Item that is returned to us unpaid after you deposit it to your Account.
Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement.
Service Documentation is defined in section 1 of the Master Agreement.
© 2024 Wells Fargo Bank, N.A..
Revised February 29, 2024
Electronic Receivables Service Description
Treasury Management Services
Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.
The services (each a "Service") covered by this Service Description are:
E-Bill Express service
E-Box ® service
Integrated Receivables
Receivables Manager service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).
The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our online banking platform. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.
E-Bill Express service
1. Description of Service. With this Service:
a. You can make electronic bills available to your Customers through the Website, b. Customers make payments to you through the Website and other Payment Channels (see section 2) and using the Payment Methods (see section 3) offered in connection with the Service, c. We credit the Customer payments to your Account, and d. We offer electronic reporting options relating to your bills and your Customers' payments received through the Service (see section 4).