The Bank is proud to offer its online banking system, known as CentralNET, to our business customers.  CentralNET offers direct computer access to account balance and other information concerning business accounts at the Bank, and permits business customers to initiate internal transfers of funds between those accounts and to enter into further agreements to initiate transfers to or from external accounts, as well as other banking services.

General Provisions

Unless otherwise defined herein, capitalized terms used in these Terms and Conditions will have the meanings given them in Section 1 below.  All of our Services are provided under and subject to the Deposit Account Agreement governing your account(s) (“account” or “accounts”), as well as any regulatory disclosures provided to you when you opened your account(s) (collectively, the “Deposit Account Agreement”), which are in effect between you, as our “Customer” (or “you”) and Central Bank & Trust Co. In the event of a conflict between these Terms and Conditions and the Deposit Account Agreement, these Terms and Conditions will control.

When you open a business account with us, you are automatically provided the opportunity to access CentralNET.  By completing an Authorization Agreement, you identify your Administrator, and agree to these Terms and Conditions, as they may be amended as provided for herein (the “Terms and Conditions” or the “Agreement”).

The CentralNETAuthorization Agreement (the “Authorization Agreement”) sets forth your specific business accounts and designates the Administrator who is permitted to access online banking services on your behalf. By signing the Authorization Agreement, you have authorized your Administrator to access your Accounts through CentralNET.  You agree to notify us immediately in writing of any change to that authorization, either by updating your Authorization Agreement or by otherwise providing us with documentation acceptable to us.  In addition, the Administrator has the authority to determine who will be authorized to use CentralNET on the Company’s behalf, and to appoint authorized users.  The Administrator shall establish separate Access Credentials for each such authorized user, as well as limits on each authorized user’s authority to access information and conduct transactions, subject to any maximum limitation imposed by the Bank.  You assume sole responsibility and liability for the actions of your Administrator, the authority he or she gives to authorized users to act on your behalf, and the actions of the authorized users in accessing CentralNET.

All instructions delivered by you via CentralNET access will be deemed to be your written authorization to change, charge or credit your designated Accounts for the transaction(s) indicated, subject to the Terms and Conditions.  Your use of any CentralNET service constitutes your agreement to these Terms and Conditions, until your agreement has been revoked by you in writing.

You also acknowledge that by providing your e-mail address, you are agreeing to the delivery of information or promotions of affiliates of Central Bank & Trust Co. via its Internet service provider (ISP) e-mail address.

You may instruct the Bank to initiate a payment order to an external account by use of the Bank’s wire transfer or ACH Origination services.  You shall not initiate, and we shall have no obligation to honor, a wire transfer payment order or an ACH entry initiated by you until you execute and deliver to us a Funds Transfer Agreement and/or an ACH Origination Agreement, as applicable, including the applicable Schedules, Addenda, and authorizing resolutions.  In the event of a conflict between the Funds Transfer Agreement or the ACH Origination Agreement, and these Terms and Conditions, with respect to a wire transfer or ACH transfer requested by you, the Funds Transfer Agreement or the ACH Origination Agreement shall control. Instructions delivered by you via CentralNET shall specifically identify such payment order as a wire transfer or ACH entry.

Meaning of some words in this document:

  1. “Access Credentials” means those data security credentials such as login ID, password, passcode, and other means of identification and authentication that are created or furnished to you and that permit you to access CentralNET Services;
  2. “Account(s)” means the Accounts you maintain with us and identified in the Authorization Agreement;
  3. “Administrator” means the individual who initially accesses CentralNET on behalf of a Business Customer. The Administrator is an individual designated as such in the Authorization Agreement who is either an authorized signer on an Eligible Business Customer account or has been given access authority by an authorized signer on the Bank’s records.  We consider the Administrator to have full authority to act on behalf of the Business Customer regarding and within CentralNET;
  4. “Ancillary Agreements” means other agreements governing the Account(s) and the services you use in connection with the Account(s), including without limitation the Deposit Account Agreement, the Wire Transfer Agreement, and the ACH Origination Agreement.
  5. “Authorization Agreement” has the meaning described above in General Provisions;
  6. “Bank,” “we,” “us,” “our” and “ours” mean Central Bank & Trust Co. as indicated on your Authorization Agreement;
  7. “Business Customer” means a customer that is chartered as a corporation, partnership, limited liability you or other business entity under the laws of the state of its formation and who is not a consumer, and who owns or holds an Eligible account at the Bank that is used primarily for purpose other than Consumer purposes;
  8. “Business Day” means Monday through Friday, excluding Federal Reserve holidays or other days when the Bank is legally closed;
  9. “CentralNET” means CentralNET online banking services;
  10. “Consumer” means a natural person;
  11. “Email” means any electronic message sent through the internet;
  12. “Eligible account” means accounts we have determined are eligible for access through CentralNET.
  13. “Services” means CentralNET online banking services and the other features of online banking currently or hereafter offered by the Bank, including but not limited to internal and external funds transfer, mobile banking, email alerts, and multi-factor authentication;
  14. “Service Provider” includes any agent, licensor, independent contractor or subcontractor that the Bank may involve in the provision of CentralNET Services;
  15. “Your internal Accounts” means all eligible Accounts maintained with us that are designated in your registration and are approved by us as Accounts accessible through CentralNET;
  16. “Your internal loan accounts” means your eligible line of credit accounts and all other loan accounts maintained with us that are designated in your registration and are approved by us as loan accounts accessible through CentralNET;
  17. “You” and “your” mean any Business Customer who registers with us to use CentralNET in connection with Eligible accounts maintained with us;
  18. “Your registration” means your registration with us to use CentralNET, as originally made via the Authorization Agreement and as revised from time to time through instructions received via CentralNET, in writing or in any other manner recognized by Bank;
  19. “Your internal Accounts” means all Accounts maintained with us that are designated in your registration and are approved by us as Eligible accounts accessible through CentralNET;
  20. “Your internal loan accounts” means your line of credit accounts and all other loan accounts maintained with us that are designated in your registration and are approved by us as Eligible accounts accessible through CentralNET;

Warranties and Limitation on Liability

  1. The installation, maintenance, operation and use of the computer, related equipment (for example, modem, telephone or other telecommunications equipment) and software you use for CentralNET are your responsibility. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR TO THE EXTENT APPLICABLE LAW REQUIRES A DIFFERENT STANDARD, WE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, LOSS, INJURY OR DAMAGE (WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE) IN ANY WAY ARISING OUT OF (A) ANY ERROR IN THE INSTALLATION, MAINTENANCE, OPERATION OR USE, OR ANY CONFIGURATION PROBLEM OR INCOMPATIBILITY, OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (B) ANY FAILURE OR MALFUNCTION OF THE COMPUTER, RELATED EQUIPMENT OR SOFTWARE, (C) ANY FAILURE OR MALFUNCTION OF, OR ANY COMPROMISE OF DATA SENT USING, ANY TELEPHONE, INTERNET ACCESS OR OTHER SERVICE YOU USE TO CONNECT TO CENTRALNET BUSINESS, (D) ANY VIRUS OR SIMILAR PROBLEM RESULTING FROM THE USE OF CENTRALNET BUSINESS OR (E) ANY FEATURE OR FUNCTION OF ANY OF THE SOFTWARE THAT IS NOT INVOLVED WITH CENTRALNET BUSINESS (FOR EXAMPLE, BUDGETING).
  2. THE BANK AND ITS SERVICE PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO CENTRALNET SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND NEITHER THE BANK NOR ITS SERVICE PROVIDERS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF CENTRALNET SERVICES ASSUME ANY RESPONSIBILITIES WITH RESPECT TO YOUR USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE BANK OR ITS SERVICE PROVIDERS OR ANY OF THEIR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  IN NO EVENT WILL THE BANK OR ITS SERVICE PROVIDERS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES WHICH YOU MAY INCUR IN CONNECTION WITH CENTRALNET, OR THE INTERNET GENERALLY, OR YOUR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON CENTRALNET, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE BANK AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS.  IN NO EVENT SHALL THE BANK’S AND/OR ANY OF ITS SERVICE PROVIDERS LIABILITY FOR DAMAGES, REGARDLESS OF CAUSE OR FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE (INCLUDING NEGLIGENCE, DEFAMATION, AND/OR PRIVACY ACTIONS), EXCEED THE GREATER OF (1) CENTRALNET CHARGES INCURRED BY YOU FOR THE MONTH DURING WHICH THE CAUSE OF ACTION OCCURRED, OR (2) ONE HUNDRED U.S. DOLLARS (U.S. $100).  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.  YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH CENTRALNET, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE THE SERVICES.  THE FOREGOING CONSTITUTES THE SOLE AND EXCLUSIVE LIABILITY OF THE BANK AND/OR ANY OF ITS SERVICE PROVIDERS TO YOU WITH RESPECT TO YOUR USE OF THE CENTRALNET SERVICES.
  3. Your Access Credentials. Your Access Credentials for CentralNET are provided solely for your use and protection. You and any individual you have authorized pursuant to the Authorization Agreement and acting on your behalf in connection with CentralNET agree to: 1) follow these Terms and Conditions; 2) keep Access Credentials safe and not permit anyone else to use them unless specifically authorized by the Administrator in writing and we have been notified of such authorization pursuant to an Authorization Agreement; 3) not record or make the Access Credentials for CentralNET available to anyone else; 4) avoid using any personal identification number (PIN) for any card that is tied to any of your Accounts as any of your Access Credentials; and 5) immediately report to the Bank any loss, theft, known or suspected unauthorized use or disclosure of your Access Credentials. You and each individual acting on your behalf in connection with CentralNET must keep each of your Access Credentials confidential and in a secure location separate from the computers, access devices, related equipment and software you use for CentralNET.  For reasons of security, the Bank can cancel the effectiveness of any of your Access Credentials at any time without giving you, the Administrator, or any individual acting on your behalf in connection with CentralNET any notice that the cancellation is going to occur.
  4. Your responsibility for transactions. You will be responsible for each transaction directed by any order described in Sections 6 or 7 that is given through CentralNET by you, your Administrator, any individual you have authorized to act on your behalf or anyone else that you have allowed to have your Access Credentials in connection with CentralNET.
  5. CentralNET CentralNET has two service level options: CentralNET Package and CentralNET Cash Management. You must designate the service level option upon registration. The option selected dictates the CentralNET features and functionality available to you.  Other cash management modules called “Additional Services,” can be added to the CentralNET Package and the CentralNET Cash Management options as described herein, upon request and bank approval, and upon contractual agreement.
  6. CentralNET. Subject to the provisions of this Agreement, CentralNET can be used to provide:
    • Account inquiries for balances, rates, etc;
    • Copies of period statements
    • An order to us to make a non-recurring or recurring transfer of funds from any of your internal Accounts to any other of your internal Accounts or any of your loan accounts as long as your registration properly designates the account(s) from which and to which transfers may be made;
    • Secure emails through the CentralNET secure messaging system;
    • Confirm ACH entries or wire transfers previously initiated in accordance with Bank-designated procedures;*
    • An order to us to make a non-recurring or recurring transfer of funds from any of your internal loan accounts to any of your Accounts or any other of your internal loan accounts as long as your registration properly designates the accounts from which and to which the transfer may be made, subject to written approval of the lending officer;
    • A request to us for information available through CentralNET concerning any of your internal Accounts and transactions involving any of your internal Accounts;
    • A request to us for information available through CentralNET concerning any of your internal loan accounts and transactions involving any of your internal loan accounts;
    • An order to us to stop, or to renew any order to stop, the payment of a check written on any of your internal Accounts that are accessible by check. Any order to stop, or to renew any order to stop, the payment of a check given to us through CentralNET will be subject to our general Terms and Conditions concerning orders to stop, or to renew an order to stop, the payment of a check.  Use of your CentralNET Access Credentials to access CentralNET is verification of your intent and authorization to place a stop payment;
    • Account inquiries, deposits, and transfers using our mobile banking services (CentralMOBILE Business);
    • An order to us to make a non-recurring or recurring transfer of funds by ACH or wire transfer from any of your internal deposit or internal loan accounts to an account maintained by us for another Central Bank customer in accordance with the terms of any such online authorization.

*A separate enrollment process is required for use of these Services and their use is subject to the applicable Ancillary Agreement.

  1. CentralNET Additional Services. Subject to the provisions of this agreement and any applicable Ancillary Agreements, and if indicated in your registration, CentralNET Additional Services modules can be used by CentralNET Package and CentralNET Cash Management users to:
    • Give an order to us to make a non-recurring transfer of funds by a wire transfer from any designated Account;
    • Give an order to us to make a non-recurring transfer of funds via an ACH from a designated Account;
    • Give an order to upload a properly formatted and balanced ACH Payment or ACH Collection File; or
    • Initiate wire and ACH funds transfers.
  1. Limitations and other Terms and Conditions applicable to CentralNET The following limitations and other Terms and Conditions apply to transfers of funds requested by orders described in Sections 6 and 7 that are given through CentralNET:
    • Transfer of funds or payments ordered through CentralNET may be refused if there are restrictions on your right to withdraw funds from the account from which the transfer is to be made (for example, if two or more signatures are required on checks or withdrawals written on the account).
    • Any transfer of funds or payment ordered through CentralNET will be subject to the funds being collected and available for withdrawal in the account from which the transfer or payment is to be made.
    • When any order to us to make a transfer of funds or payment given through CentralNET exceeds the amount of money available for withdrawal from the account, we can either (i) make the transfer or payment, in which case you will be liable for the excess, or (ii) refuse to make the transfer or payment. In either case, you will be liable for any fee applicable to the withdrawal or attempted withdrawal when funds are not available.
    • For reasons of security, we can, at any time and without prior notice, refuse to honor any order to us to make a transfer of funds or payment given through CentralNET. For example, we can do so if, for reasons of security, we believe that it is advisable to limit the dollar amount or frequency of transfers of funds or payments ordered through CentralNET.
    • We can, at any time and without prior notice, refuse to honor any order for a transfer of funds or payment through CentralNET if the order reasonably appears to be fraudulent or erroneous.
    • If an order to make a transfer of funds or payment through CentralNET contains an inconsistency between the name and account number or other identifying numbers of an account, payee, financial institution or other party, we may treat the number you provide as controlling and rely on it in processing the order.
    • When an order for a transfer of funds from any of your loan accounts given through CentralNET is to be charged against the Account, if the amount of the transfer exceeds the amount of credit available under the Account, we can either (i) make the transfer, in which case the amount of the transfer will be considered to be credit extended under the Account, or (ii) refuse to make the transfer. In either case, you will be liable for any applicable fee.
  1. Limitations and other Terms and Conditions applicable to CentralNET and Additional Services transactions. The following limitations and other Terms and Conditions apply to transfers of funds ordered as described in Sections 6 and 7 of this document that are given through CentralNET:
    • Any transfer of funds from any of your internal loan accounts ordered through CentralNET will be subject to collected funds being available in the account when the order to transfer is to be charged against the account.
    • When an order for a transfer of funds from any of your internal loan accounts given through CentralNET is to be charged against the account, if the amount of the transfer exceeds the amount of credit available under the account, we can either (i) make the transfer, in which case the amount of the transfer will be considered to be credit extended under the account, or (ii) refuse to make the transfer. In either case, you will be liable for any applicable fee.
    • For a series of recurring transfers to be ordered through CentralNET, the transfers must be equal in amount with frequency of weekly, every other week, monthly, last day of the month, every 3 months, or annually at regular intervals.
    • For internal Accounts that are savings or money market Accounts, there can be no more than six transfers of funds during any monthly period from the account that are (i) a transfer of funds to any other of your internal Accounts ordered through CentralNET, (ii) a transfer of funds ordered through CentralNET Additional Services, (iii) any other computer transfer of funds to any other accounts or to a third party, (iv) a preauthorized, automatic or telephonic transfer of funds to any other account or to a third party, (v) a transfer of funds to a third party via electronic banking card (for example, a transfer of funds to pay the purchase price of goods and services) (vi) a transfer of funds via check, draft or any other order payable to a third party; or (vii) a transfer of funds using mobile banking.
    • Any orders for funds transfers from or to external accounts or external loan accounts and, unless otherwise indicated by you, the transmission and issuance of data related to such transfer orders, shall be received pursuant to the Terms and Conditions as well as the applicable Ancillary Agreement, Operating Rules of the National Automated Clearing House Association (“NACHA”) and any applicable automated clearing house (“Regional ACH”) (collectively, the “ACH Terms and Conditions”). You and we agree to be bound by such ACH Terms and Conditions as in effect from time to time. In accordance with such ACH Terms and Conditions, any credit to your internal Account or external Account shall be provisional until such credit has been finally settled by us or the third party institution which holds your external Account, as the case may be.  You acknowledge that you have received notice of this requirement and of the fact that if we do not receive final settlement for a transfer for any reason, we shall charge back the amount of such transfer to the account to or from which the transfer was ordered (as applicable), to any of your other accounts, or claim a refund from you.  For recurring ACH transfers, a release with a token is nonetheless required to be executed by you for each recurring transfer.
    • Any ACH funds transfer may take up to three (3) business days to complete.  Funds may not be available for use in the account specified for deposit until the third business day after the scheduled transfer date.  If the scheduled transfer is on a recurring basis, the transfer will continue until either the specified end date or for the specified number of occurrences.  If at the time of the specified transfer, funds are not available in the specified account(s), the scheduled transfer may not be completed and fees for insufficient funds or overdraft may be applied. Except as described in Section 6(i), no order to us to make a transfer of funds given through CentralNET or Additional Services can be canceled after it is given to us.
    • You understand that (i) the cut-off time for ACH transfers originated through the use of CentralNET and released by use of CentralNET or by CentralMOBILE Business is 5:00 pm Eastern Time, and (ii) the cut-off time for wire transfers originated through the use of CentralNET and released by use of CentralNET or by CentralMOBILE Business is 4:00 pm Eastern Time.
  2. Processing and charging of CentralNET If an order to transfer funds given through CentralNET is received by us on any of our Business Days by 9:00 p.m. Eastern Time, the order will be processed and charged against the account from which the transfer is to be made on that same Business Day.  If the order is received by us on any of our Business Days after 9:00 p.m. Eastern Time or on a day that is not a Business Day, it will be processed and charged against the account from which the transfer is to be made our next Business Day.
  3. Processing and charging of CentralNET Additional Services orders. The following Terms and Conditions apply to the processing and charging of orders described in Section 7 that are given through CentralNET Additional Services:
    • Wires  – If an order to us to make a transfer of funds by a wire transfer given through CentralNET Additional Services is received by us on any of our Business Days by 4:00 p.m. Eastern Time, the order will be processed and charged against the account from which the transfer is to be made on that day.  If the order is received by us on any of our Business Days after 4:00 p.m. Eastern Time or on a day that is not any of our Business Days, it will be processed and charged against the account from which the transfer is to be made on our next Business Day, unless the value date is a future Business Day at which time it will be charged on that Business Day.
    • ACH – If an order to us to make a transfer of funds via ACH given through CentralNET is received by us on any of our Business Days before 5:00 p.m. Eastern Time, the order will be processed and charged against the account from which the transfer is to be made on the effective date of the ACH order, but not a date that has already passed.  If the order is received by us on any of our Business Days after 5:00 p.m. Eastern Time or on a day that is not any of our Business Days, it will be processed and charged against the account from which the transfer is to be made on the effective date of the ACH order or the next Business Day, whichever is sooner, but not a date that has already passed.  All ACH transactions originated by you are solely your responsibility. For the Bank to process ACH files outside of CentralNET, you MUST provide a summary of the file(s) to the Bank, via e-mail or via fax. If applicable, see the executed CentralNET ACH Originator Agreement for detailed operational procedures and terms for executing ACH via CentralNET.
    • File Upload – An order to us to make a transfer of funds via ACH transmitted to us via file upload given through CentralNET, the same terms apply as set forth above.
  1. Authorization and appointment of agent. You authorize us and appoint us as your agent to take on your behalf any action we believe necessary or appropriate to implement any order described in Sections 6 or 7 that is given through CentralNET, or to correct any error in crediting or charging any account in connection with any order described in Sections 6 or 7 that is given through CentralNET.  For example, you authorize us and appoint us as your agent to do the following with respect to actions taken through CentralNET:
    • Withdraw money from any of your internal Accounts and deposit the money in any other of your internal or external Accounts in order to implement any order to us to transfer funds from the first account to the other account;
    • Withdraw money from any of your internal or external Accounts and use the money to make any payment under any of your internal or external loan accounts in order to implement any order to us to transfer funds from the internal or external Account to the internal or external loan account;
    • Obtain an advance under any of your internal or external accounts and deposit the proceeds of the advance in any of your internal Accounts or loan accounts in order to implement any order to us to transfer funds from the internal or external account to the internal deposit or loan account;
    • Withdraw money from any of your internal Accounts in order to implement any order to us to transfer funds from the account by a wire transfer given through CentralNET Business Additional Services; and
    • Withdraw money from any of your internal Accounts in order to implement any order to us to transfer funds from the account via ACH given through CentralNET Business Additional Services to an external Account.

Our withdrawal of money from any of your internal Accounts or our obtaining of an advance under any of your internal loan accounts under the authority given and the appointment as your agent made in the first sentence of this section or in the Authorization Agreement will be as effective as though you had signed a check, withdrawal form or other document to make the withdrawal or to obtain the credit.

  1. You must pay us each fee that we impose for the use of CentralNET  or any feature of CentralNET. You authorize us to charge the fee against the primary account designated on your registration and if funds are unavailable in that account to charge any of your internal Accounts now or in the future. We can at any time establish a new fee or change an existing fee applicable to the use of CentralNET or any feature of CentralNET. If we establish a new fee or increase an existing fee applicable to the use of CentralNET or any feature of CentralNET, we will send or deliver to you any notice of the establishment of the new fee or increase in the existing fee that applicable law requires us to send or deliver to you. If applicable law does not require us to send or deliver any notice of the establishment of the new fee or increase in the existing fee to you, we will either send or deliver a notice of it to you or post a notice of it on our website
  2. Security Procedures. We have established operating Terms and Conditions and security procedures for you to initiate and receive funds transfers and payment to or from your accounts(s), which Terms and Conditions and procedures include a requirement for you to complete and sign an Authorization Agreement, the terms of which are incorporated by reference and made part of these Terms and Conditions (the “Security Procedures”). Such Authorization Agreement contains the Terms and Conditions and procedures which you and we will use to process payment orders or funds transfers initiated by you. Additional call back procedures may be utilized by us as we deem necessary. You agree that the Security Procedures are commercially reasonable in light of your circumstances and the type, value and frequency of the payment orders and funds transfers you will request.  You also agree to keep the Security Procedures confidential and not to disclose the Security Procedures to anyone except the persons whom you have authorized to make funds transfer requests on your behalf (if any). You are responsible for the accuracy of the initial communication of the payment order or funds transfer through CentralNET as well as the accuracy of any documentation or callback of the payment or order or funds transfer made by you.  You, for yourself and each of your authorized users, agree that we, in our sole discretion, may record any telephone conversation between you or any authorized user and us.
  3. Execution of Payment Orders or Transfers through CentralNET. If we receive an order for a funds transfer or a payment through CentralNET that has been verified according to Security Procedures, you authorize and direct us to debit your account(s) as listed on the Authorization Agreement and transfer the funds.  We may handle transfer requests or requests for payment received from you and other customers in any order selected by us and we may use any means, intermediaries or funds transfer systems which may have operating Terms and Conditions governing the execution of payment orders or funds transfers to affect the transfer as we, in our sole discretion, shall determine.
  4. Use of Identifying Numbers. In the event an order for a funds transfer or a payment through CentralNET identifies a payee, payee’s bank or intermediary bank inconsistently by name and an identifying number (such as account number, S.W.I.F.T. address, ABA routing number or universal identification number), payment may be made by the intermediary or payee bank on the basis of the identifying number, even if the identifying number identifies a persona or entity different from the named payee in your funds transfer or payment order and your obligation to pay the payment order shall not be excused by your error.  We will rely on the identifying number as proper identification of a payee.
  5. Limitation of Liability.

THE BANK AND ITS SERVICE PROVIDERS WILL BE DEEMED TO HAVE EXERCISED ALL DUE CARE AND TO HAVE ACTED REASONABLY IF WE ACT IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WILL BE LIABLE FOR LOSS SUSTAINED BY YOU ONLY TO THE EXTENT SUCH LOSS IS CAUSED BY OUR WILLFUL MISCONDUCT. THE BANK AND ITS SERVICE PROVIDERS WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE:

  • RELATED TO OR CAUSED BY THE DISHONESTY OF THE CUSTOMER’S EMPLOYEES, OFFICERS, AGENTS, ADMINISTRATORS;
  • RESULTING FROM ANY RECEIVING FINANCIAL INSTITUTION’S FAILURE TO ACCEPT ANY PAYMENT OR FUNDS TRANSFER REQUEST;
  • RESULTING FROM ANY DELAY BY BANK IN THE PERFORMANCE OF THESE TERMS AND CONDITIONS, WHICH IS CAUSED BY AN ACT OF GOD, FIRE OR OTHER CASUALTY, ELECTRICAL OR COMPUTER FAILURE, CIVIL UNREST, LABOR DISPUTES, DELAYS OR FAILURE TO ACT BY ANY CARRIER, MEDIUM OR AGENT OPERATING BETWEEN THE BANK AND THIRD PARTIES, OR ANY OTHER CONDITION OUTSIDE OF OUR CONTROL;
  • THE CUSTOMER’S ACTIONS OR OMISSIONS, OR THOSE OF THIRD PARTIES THAT ARE NOT WITHIN OUR IMMEDIATE AND REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION THE ACTIONS OF ANY THIRD PARTY NETWORK OR SERVICES PROVIDER NECESSARY FOR THE PERFORMANCE OF THE SERVICES;
  • THE CUSTOMER’S NEGLIGENCE OR BREACH OF ANY AGREEMENT WITH US;
  • ANY AMBIGUITY, INACCURACY OR OMISSION IN ANY INSTRUCTION OR INFORMATION PROVIDED TO US, THE FAILURE TO INITIATE THE ORDER IN ACCORDANCE WITH THESE TERMS AND CONDITIONS OR THE ACH TERMS AND CONDITIONS, OR THE MISUSE, THEFT, OR MISAPPROPRIATION OF ACCESS CREDENTIALS BY THE CUSTOMER, ITS EMPLOYEES, AGENTS OR ANY THIRD PARTIES;
  • ANY ERROR, FAILURE OR DELAY IN THE TRANSMISSION OR DELIVERY OF DATA, RECORDS, OR ITEMS DUE TO A BREAKDOWN IN ANY COMPUTER OR COMMUNICATIONS FACILITY;
  • THE APPLICATION OF ANY GOVERNMENT OR FUNDS-TRANSFER SYSTEM RULE, GUIDELINE, POLICY OR REGULATION;
  • THE LACK OF AVAILABLE FUNDS IN THE CUSTOMER’S ACCOUNT TO COMPLETE A TRANSACTION, OR THE LACK OF AVAILABILITY UNDER A LINE OF CREDIT;
  • OUR INABILITY TO CONFIRM TO ITS SATISFACTION THE AUTHORITY OF ANY PERSON TO ACT ON THE CUSTOMER’S BEHALF; OR
  • THE CUSTOMER’S FAILURE TO FOLLOW ANY APPLICABLE SOFTWARE MANUFACTURER’S RECOMMENDATIONS, THE BANK’S SERVICES INSTRUCTIONS, OR THE CUSTOMER’S OBLIGATIONS WITH RESPECT TO THE SECURITY PROCEDURES OR ITS OWN SECURITY PROCEDURES.

If the Bank and/or its Service Provider(s) fail or delay in making a payment or transfer pursuant to your instruction, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instruction, unless otherwise required by law our liability shall be limited to interest on the amount which we failed to timely pay, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instruction.

We may pay such interest either to you or the intended recipient of the payment or funds transfer or transfer, but in no event will we be liable to both parties, and our payment or funds transfer to either party will fully discharge any obligation to the other. If we make a payment or a funds transfer in an erroneous amount which exceeds the amount per your payment or funds transfer instruction, or if we permit an unauthorized payment or funds transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law, our liability will be limited to a refund of the amount erroneously paid, plus interest thereon from the date of the payment or funds transfer to the date of the refund, but in no event to exceed sixty (60) days interest.

If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank of St. Louis for each day interest is due, computed on the basis of a three hundred sixty (360) day year.

No third party will have rights or claims against the Bank and its Service Provider(s) under these terms and conditions. The terms of this section will survive termination of the Services.

  1. Customer will defend, indemnify and hold harmless the Bank and its Service Providers against and in respect to any and all loss, liability, expense and damage, including consequential, special and punitive damages, directly or indirectly resulting from: (i) the processing of any request received by the Bank through the CentralNET Services, (ii) any breach of the provisions of these Terms and Conditions; (iii) any request for stop payment; (iv) any dispute between you and any third party in connection with the use of the CentralNET Services; and (v) any and all actions, suits, proceeding, claims, demands, judgments, costs and expenses (including attorney’s fees) incident to the foregoing. The terms of this section will survive termination of the Services.
  2. Our liability for failure to complete transactions. Our liability for damages you suffer as a result of our failure to make, on time and in the correct amount, any transfer of funds or payment ordered by a timely and properly initiated order to us to make the transfer or payment given through CentralNET will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds to or from the account, but in no event will we be liable to you for any damages (for example, consequential or punitive damages) in addition to actual damages.

Whether the order is timely will be determined under:

  1. Section 10 if the order is an order to make a transfer of funds given through CentralNET;
  2. Section 11 if the order is an order to make a transfer of funds given through CentralNET Additional Services.

The order will not be properly initiated unless:

  • The computer, related equipment and software you use for CentralNET and each telephone, Internet access and other service you use to connect to CentralNET are properly functioning;
  • The instructions on how to give the order to us are properly followed;
  • The order is correct and complete (for example, if the order is to make a payment, the order includes the correct name and address of the payee of the payment, the correct account number of the account to which the payment is to be made and the correct amount of the payment); and
  • The transfer or payment would not be subject to any limitation referred to in Sections 8 and 9.

 

  1. Our liability for failure to comply with a stop payment order. We are not responsible for payments against a stop payment order initiated within 24 hours following the Business Day of our receipt of the order. Our liability for damages you suffer as a result of our failure to comply with any order to stop any transfer of funds or payment ordered through CentralNET that you have a right to stop under applicable law will be determined by applicable law and any agreement between you and us concerning the account from which the transfer or payment is to be made, but in no event will we be liable to you for any damages (for example, consequential or punitive damages) in addition to actual damages.
  2. Notice of loss, theft, unauthorized use or error. If you believe, or any individual acting on your behalf in connection with CentralNET  believes, that any of your Access Credentials have been lost or stolen, that any transaction involving any of your Accounts or any of your loan accounts may have been or may be made without your authorization or that we may have made an error with respect to any of your Accounts or any of your loan accounts, you or that individual must contact us immediately. You or that individual should contact us as follows:
    Telephone: 
    859-253-6338
    Or write to:
    Central Bank
    Attention: CentralNET Client Services
    PO Box 1360
    Lexington, Kentucky  40588-1360

If you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement, telephone us at the number which appears on this form and ask for Customer Service or write to us at the address listed on this form as soon as you can.  We must hear from you no later than 30 days after we sent you the first statement on which the problem appeared.

  • Tell us your name and address.
  • Tell us the dollar amount of the suspected error.
  • Describe the error or the transfer you are unsure about, and explain why you believe it is an error or why you need more information.
  1. Liability for unauthorized use. Your liability for any loss of money taken from any of your internal Accounts or any of your internal loan accounts in any transaction or series of transactions ordered through CentralNET by an order or orders to us initiated by the use of any of your Access Credentials will be determined by applicable law and any agreement between you and us concerning the account or transfers of funds from the account, but:
    • In no event will we be liable to you for any loss of money taken from the internal deposit or loan account in any transaction or series of transactions ordered through CentralNET by an order or orders to us initiated by the use of any of your Access Credentials by anyone else that you allow knowledge of or access to any of your Access Credentials, or any individual acting on your behalf in connection with CentralNET;
    • In no event will we be liable to you for any loss of money taken from the internal deposit or loan account in any transaction or series of transactions ordered through CentralNET by an order or orders to us initiated by the use of any of your Access Credentials unless we fail to exercise ordinary care in processing the transaction or transactions; and
    • In the case of any loss of money taken from the internal deposit or loan account in any transaction or series of transactions ordered through CentralNET by an order or orders to us initiated by the use of any of your Access Credentials, our liability will be limited to the amount of the transaction or transactions less any amount that, even with our exercise of ordinary care, would have been lost.
    • Prohibited Uses. You agree that the following uses of the CentralNET and CentralNET Additional Services are strictly prohibited.  You agree to indemnify, hold harmless, and defend the Bank from and against any and all claims, actions, suits, judgments and expenses (including court costs and reasonable fees of attorneys, accountants and expert witnesses) at your sole expense, arising from your failure to abide by these restrictions on use of the CentralNET and CentralNET Additional Services.
  1. Unauthorized use or communication of any charge or credit-card information belonging to any other person or entity;
  2. Unauthorized communication of any information concerning any password or other on-line access number, code, or identification or any other proprietary information belonging to any other person or entity;
  3. Use of CentralNET and CentralNET Additional Services to copy or to distribute or transmit copies of copyrighted materials belonging to any other person or entity is permitted only to the extent that the owner has provided express permission to you permitting such activity. Copying or distribution or transmitting copyrighted materials other than with permission as specified above is expressly prohibited.
  4. Communicating any obscene or defamatory information.
  5. Use of CentralNET and CentralNET Additional Services in violation of any telecommunication, postal, or other local laws or regulations of your country of origin or of the United States or in furtherance or in the commission of any crime or other unlawful or improper purpose.
  6. You can cancel your right to use CentralNET or any feature of CentralNET at any time by notifying us in writing.  The cancellation will not take effect until we receive the notice and have a reasonable time to act on it.  At any time, for any reason and without notifying you that we are going to do so, we can cancel your right to use CentralNET or any feature of CentralNET.  The cancellation will take effect immediately unless we decide to have it take effect later.  Once the cancellation by you or us of your right to use CentralNET or any feature of CentralNET takes effect, we can, but we will not have to, process any order described in Sections 6 or 7  that is given through CentralNET before the cancellation takes effect.  The cancellation by you or us of your right to use CentralNET or any feature of CentralNET will not affect any of your obligations under this agreement.
  1. E-mail. E-mail sent to us through CentralNET or via the Bank’s World Wide Web site must not be used to communicate urgent information (for example, a stop payment order, or a report of an unauthorized transaction involving a deposit or loan account) or personal financial information (such as your Account Number, Social Security Number or Tax ID).  We will not have to take any action based on any e-mail sent to us through CentralNET until we receive and have a reasonable time to act on the e-mail. 
  2. Recording and obtaining of information. You consent to the recording by us or any other party providing any service to us in connection with CentralNET of any information, notice, order or other communication sent through CentralNET (for example, e-mail sent to us through CentralNET).
  3. Reasonable time to act. A reasonable time for us to act on any information, notice, order or other communication or document received by us (for example, e-mail sent to us through CentralNET) will not end until at least the close of business on our first business day after our business day on which we receive the information, notice, order or other communication or document.
  4. Notices and change of address. Any notice we send you concerning this agreement or CentralNET will be sent to your current mailing address shown in our records concerning this agreement or, if allowed by applicable law, sent to your current e-mail address shown in those records or posted on our World Wide Web site. If your mailing or e-mail address changes, you must promptly notify us in writing of the new address.  Any notice you give us concerning this agreement or CentralNET must be given in writing unless applicable law provides that it can be given in any other way.
  5. Changes in agreement. No change in this agreement can be made except in a writing signed by us. We can change this agreement at any time. We will send or deliver to you any notice of the change that applicable law requires us to send or deliver to you. If applicable law does not require us to send or deliver any notice of the change to you, we will either send or deliver a notice of it to you or post a notice of it on the World Wide Web site.
  6. Change in CentralNET. We can change CentralNET at any time by adding, deleting or changing any feature of CentralNET. We will send or deliver to you any notice of the change that applicable law requires us to send or deliver to you. By the use of any added or changed feature of CentralNET by you or any individual acting on your behalf in connection with CentralNET, you will be agreeing to be bound by all our requirements relating to the added or changed feature.
  7. No notice or loss of rights. We can exercise, give up, fail to exercise, or delay exercising any of our rights with respect to you or CentralNET without notifying you. By exercising, failing to exercise or delaying the exercise of any of the rights, we will not lose it or any other of the rights.  By giving up any of the rights on any occasion, we will not lose it on any other occasion or lose any other of the rights.
  8. Giving up of rights. None of our rights with respect to you or CentralNET can be given up by us except in a writing signed by us. 
  9. No transfer of rights and obligations. You cannot transfer any of your rights and obligations under this agreement or with respect to CentralNET to anyone else.  Any transfer of any of the rights and obligations will be void.
  10. If any part of this agreement conflicts with applicable law, the law will control, and this agreement will be considered changed to the extent necessary to comply with it.
  11. Continued effectiveness. If any part of this agreement is determined by a court to be invalid, the rest will remain in effect.
  12. What law applies. Any legal question concerning this agreement or CentralNET will be decided in accordance with Kentucky law without regard to choice of law provisions, and is subject to applicable federal law.
  13. Entire agreement. Except for any agreement between you and us concerning any of your Accounts, any of your loan accounts, any of your credit card accounts or transfers of funds to or from any of your Accounts or any of your loan accounts, this agreement is the final and complete agreement between you and us concerning CentralNET, as supplemented by an Ancillary Agreement. If any part of any agreement described in the preceding sentence is incompatible with any part of this agreement, the part of this agreement will control.  Any statement concerning CentralNET made by any of our employees or anyone else is not part of this Agreement. 
  14. Acknowledgment and agreement. By completing the Authorization Agreement, using CentralNET in any way described in Sections 6 or 7, or permitting anyone else to have any of your Access Credentials, or if any individual acting on your behalf uses CentralNET in any way described in Sections 6 or 7, you agree to be bound by all provisions of these Terms and Conditions and all our requirements relating to any feature of CentralNET, as well as by the transactions initiated by such persons.

Revised May 2017
0002006.0013234   4844-2736-7715v4