SAVINGS BANK OF DANBURY
SBD BUSINESSNET™ AGREEMENT
THIS AGREEMENT is for Internet based Cash Management services provided by the Savings Bank of
Danbury ("Bank"), to_________________________________________________________________________
("Customer"). Both parties agree that the services described and provided by Bank will be subject to the terms and
conditions set forth below.
1. General. The Internet based cash management services to be provided by Bank to Customer permit
Customer to obtain certain account information reporting, electronic funds transfer services, and other account
maintenance functions. These services shall collectively be known as SBD BusinessNet. SBD BusinessNet is
provided by Bank for access and use by Customer.
2. Access to SBD BusinessNet. To register for SBD BusinessNet, Customer must complete an application in
accordance with the Bank’s procedures. If the application is approved, Bank will provide Customer with
instructions for accessing SBD BusinessNet through the Bank’s Internet web site. Customer’s access to SBD
BusinessNet will be determined in the Bank’s sole discretion. Subject to applicable law, and at the Bank’s sole
discretion, the Bank reserves the right to modify, suspend, or terminate access to SBD BusinessNet at any time
without notice or refund of previously incurred fees. Customer authorizes the Bank directly or through an agent, to
obtain Customer’s credit report in connection with Customer’s application and, in the Bank’s sole discretion, at a
later date, in connection with Customer’s use of SBD BusinessNet. In the Bank’s discretion, the Bank may limit
Customer’s access to SBD BusinessNet or the dollar amount of Customer’s transfers and payments. The Customer
agrees to identify to the Bank one authorized representative who will serve as Administrator of SBD BusinessNet.
The administrator shall be responsible for setting up additional authorized representatives who are authorized to
access some or all of Customer’s accounts. Administrator will also be responsible for resetting passwords if an
authorized representative forgets his or her password.
3. Equipment Requirements. In order to access SBD BusinessNet Customer agrees to use a computer,
modem, and Internet browser that meet the minimum specifications set forth in the instructions for access to SBD
BusinessNet. Customer agrees that Customer is responsible for access to the web site through an Internet access
provider and through use of a browser and other equipment that meet the specifications provided in the SBD
BusinessNet access instructions. The installation, maintenance and operation of Customer’s equipment, including,
but not limited to, Customer’s computer, modem, and Customer’s software and the Internet access through
Customer’s Internet access provider is Customer’s responsibility. The Bank is not responsible for any errors or
failures from any malfunction of Customer’s equipment or software, and the Bank is not responsible for any
computer virus or related problems that may be associated with the use of SBD BusinessNet. Bank is not
responsible for any failure or loss caused if any of Customer’s software or hardware is not compatible with the
4. Term. This Agreement is effective from the date the SBD BusinessNet services are made available to
Customer and shall remain in force until termination. The Agreement shall be terminated, (1) upon written notice
by either party to the other, provided the Bank shall be given a reasonable time, which shall not be less than 2
business days, to act on such notice, (2) upon termination of the relationship between the parties, or (3) if the
Customer fails to comply with the terms and conditions of this Agreement.
5. Disclaimer of Warranty. No warranties with respect to SBD BusinessNet are made by Bank nor does
Bank warrant that SBD BusinessNet will meet specific requirements of Customer. BANK MAKES NO
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF SBD
BusinessNet. BANK DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. The Customer assumes the entire risks as to the quality and
performance of SBD BusinessNet.
6. Limitation of Liability.
a) In no event shall Bank be liable to Customer for any damages, including lost profits, lost savings or other
direct, indirect, incidental, special or consequential damages arising out of the use or inability to use SBD
BusinessNet, or for any claim by another party. If a transaction which the Customer has properly processed
through SBD BusinessNet, in accordance with the online help instructions or other instructions provided (i)
is not completed, or (ii) is completed for an incorrect amount, or (iii) is directed to a person or entity which
does not comply with Customer's instructions, and such error occurred through the Bank's negligence or
willful misconduct, the Bank will be responsible for returning any improperly transferred funds to
Customer's account from which the funds were withdrawn and for directing to the proper recipient any
payments or transfers that were previously misdirected or not completed. THE RECREDITING OF
CUSTOMER'S ACCOUNT AND THE REDIRECTING OF PAYMENTS AND TRANSFERS SHALL
CONSTITUTE THE BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS
b) The Customer shall be solely responsible for protecting against unauthorized access to SBD
BusinesssNet through the use of physical security, user IDs, passwords and other security
procedures, as described in Section 7 below. Bank will be held harmless for processing any request
sent through SBD BusinesssNet by any person using a User ID that has been assigned to Customer or
any of Customer’s authorized representatives.
c) Where the Customer has access to funds transfer features of SBD BusinessNet, which include Automated
Clearing House (ACH) or transfers between Customer's designated accounts at the Bank ("Internal
Transfers"). Bank will only accept transfer requests upon proper execution of security procedures that are
entirely within Customer's control. The Customer agrees to follow the security procedure set forth in
Section 7 below.
d) Bank may consider funds transfer requests sent through SBD BusinessNet by any person using a user ID
that has been assigned to Customer or any of Customer’s authorized representatives, as having been
authorized by Customer or an authorized representative of Customer. Bank may also consider that any of
Customer’s account information that is accessed through SBD BusinessNet has been accessed with
Customer's authorization. Bank shall be held harmless for executing any transfer or making available any
of Customer's account information pursuant to instructions received through SBD BusinessNet.
e) Customer understands that by using SBD BusinessNet, information about Customer’s accounts and
transactions will be transmitted over the Internet. Customer agrees that the Bank will have no liability to
Customer if an unauthorized third party obtains information about Customer’s accounts or transactions
despite reasonable precautions the Bank has taken to maintain the confidentiality of such information.
7. Security Procedure. (1) The Customer and the Bank shall comply with the security procedure
described herein with respect to Customer's access to SBD BusinessNet to access account information or to
provide instructions and payment orders for funds transfers, (which may include ACH transfers and
Internal Transfers, as applicable) to the Bank.
(2) The Security Procedure will be the transmission of instructions to the Bank through SBD
BusinessNet using a user ID, password and multi-factor answer to access SBD BusinessNet for the purpose
of obtaining account information and sending funds transfer payment orders and instructions.
(3) The Administrator/Customer will maintain a list of authorized representatives within their
organization who are authorized to access SBD BusinessNet on behalf of Customer. The Administrator will
select a unique user ID and temporary password of 8 to 15 characters, for each such authorized
representative of Customer. As soon as possible after the user ID has been assigned, each authorized
representative will access the SBD Business Net web site and select a unique/permanent 8 to 15-character
password, as well as provide answers to (5) five multi-factor authentication questions. Use of the user ID,
password and multi-factor answer is required to access SBD BusinessNet on behalf of the Customer. The
Administrator will specify using their own internal controls which of the Customer’s accounts and which
of the following services each authorized representative is authorized to access: Balance Reporting, ACH,
Wire Transfers and Internal Transfers.
(4) All instructions or changes in instructions under this Agreement must be sent by an authorized
representative using the authorized representative's user ID, password and multi-factor answer.
(5) The Customer acknowledges that safeguarding of the user IDs, passwords and answers to the
multi-factor questions is entirely within its control, and that the Bank may rely on any communication
received from Customer through SBD BusinessNet or from any person using a user ID assigned to
Customer or to any of Customer’s authorized representatives. The Customer shall prevent any
disclosure of these Security Procedures or applicable user IDs, passwords and multi-factor answers
except to authorized representatives who have a need to know the information to effect transactions
through SBD BusinessNet on behalf of the Customer (a "need-to-know" basis). Customer agrees to
instruct all authorized representatives to maintain the confidentiality of their user IDs, passwords
and multi-factor answers. The Customer expressly agrees to be bound by any instruction or payment
order, whether or not authorized, issued to the Bank through SBD BusinessNet.
(6) The Customer shall take all steps within its control to keep these security procedures
confidential and effective and to prevent unauthorized transactions or errors. The Customer’s
Administrator will notify the Bank immediately if the security or confidentiality of the procedures is
breached or compromised in any way, and shall immediately instruct authorized representatives to change
their passwords to restore security or cease using SBD BusinessNet. The Administrator agrees to provide
user IDs only to authorized representatives that are authorized to access SBD BusinessNet. The Customer
agrees that the Administrator of SBD BusinessNet shall immediately delete or prevent access to SBD
BusinessNet if an employee is no longer authorized to access SBD BusinessNet or if there is any change to
the access level. The Administrator of BusinessNet should make such modifications immediately.
(7) The security of these procedures depends upon vigilant and careful practices by the Customer
and the Bank. The Customer agrees to keep such vigilant and careful practices and to notify the Bank if the
Customer has any reason to question the efficacy of the procedures.
(8) If a funds transfer instruction or payment order (whether ACH or Internal Transfer) received
by the Bank was transmitted or authorized by the Customer, the Customer shall be obligated to pay the
amount of the funds transfer as provided herein, whether or not the Bank complied with the security
procedures with respect to that instruction and whether or not that instruction was erroneous in any respect
or that error would have been detected if the Bank had complied with such procedure.
(9) The Bank has adopted such security procedures only for the purposes of verifying instructions
and payment orders (or communications seeking to amend or cancel instructions) as those of the Customer
and not for detecting errors in the content of the instructions.
(10) No Bank can ever guarantee that certain security procedures will be effective.
(11) The Customer agrees to follow the security procedures in exact detail and in a pro-active
manner. The Customer will promptly notify the Bank if the confidentiality of the security procedures is
compromised. The Customer will take all steps necessary so that these security procedures are likely to be
successful under the circumstances of the Customer's business and its day-to-day methods of transacting
(12) The Customer agrees that such security procedures are commercially reasonable under the
factual circumstances of the Customer's business. The Customer will notify the Bank if, at any time, the
Customer becomes aware of facts which suggest that the security procedure no longer seems adequate.
8. Fees. Any fees payable by Customer for access to SBD BusinessNet shall be at a rate specified on a fee
schedule provided by Bank. Bank may change fees upon prior written notice. In addition to said fees the Customer
agrees to pay all sales, use or other taxes, applicable to the services provided hereunder.
9. Funds Transfer Services. In addition to account information reporting, the Customer may request access
to certain funds transfer services as described below. If the Customer requests the ability to use the funds transfer
services described, the funds transfer service is subject to the terms of this Agreement. The following conditions
shall also apply:
a) ACH Transfers. The Customer acknowledges that the ACH feature of SBD BusinesssNet allows
the Customer to issue funds transfer requests to the Automated Clearing House Network. A separate ACH
Agreement between the Customer and Bank is required.
b) Wire Transfers. If Customer has requested Wire Transfer ability on the form provided by the
Bank, the Customer must sign a separate Wire Transfer Agreement between the Customer and Bank.
a) This Agreement, together with other written agreements relating to particular services of SBD
BusinessNet and applicable Bank deposit account contracts, represent the entire understanding of the parties. If any
portion of this Agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.
b) This Agreement is governed by the laws of the State of Connecticut. It may not be amended or
modified except by a written instrument signed by both the Customer and Bank.
c) Bank shall not be responsible for liability, loss or damage of any kind resulting from any delay in
performance of or failure to perform its responsibilities hereunder due to causes beyond Bank's reasonable control.
13. Signatures. By signing this Agreement, the undersigned acknowledges that they have read and accepted
the terms and conditions of this Agreement, and agree to be bound by its terms. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original but such counterparts together shall constitute
Customer agrees that agreements for the following services through SBD BusinessNet are incorporated into and are
deemed to be a part of this SBD BusinessNet Commercial Agreement.
CUSTOMER: Savings Bank of Danbury:
Savings Bank of Danbury grants access to the SBD BusinessNet to perform transactions authorized in this
Agreement. Customer agrees to establish prudent security standards and policies that include proper safeguards to
protect the confidentiality of all Login IDs and Passwords that are assigned to Customer for initiating transactions
using this System. Any transaction initiated or authorized using a valid combination of a Login ID and Password
will be considered authentic, valid and binding by Customer and Savings Bank of Danbury. Savings Bank of
Danbury agrees to provide reasonable assistance to establish Login IDs and Passwords, and support to the Customer
for properly using the services. If Customer suspects or believes any such information has been compromised, they
shall immediately contact Savings Bank of Danbury at the following address:
Savings Bank of Danbury
220 Main St.
Danbury, CT 06810
The Customer is responsible for maintaining the security of their hardware and software from internal or
external theft of passwords and access to the SBD BusinessNet. Proper internal controls, including but not
limited to, writing information security policies/procedures, providing/documenting employee training on
information security, installing virus/spyware protection software, continuously updating virus/spyware
protection software, and performing ongoing monitoring of systems security, should be implemented prior to
using the SBD BusinessNet to safeguard such information. The bank shall not be held liable for any
fraudulent transactions originated from a computer or device where user credentials have been breached due
to a computer virus, spyware, or other means of unauthorized access. Savings Bank of Danbury reserves the
right to audit the compliance with this Agreement and the above security procedures.
SBD BusinessNet Addendum
In addition to accessing SBD BusinessNet via a personal computer as previously mentioned, authorized individuals
may be able to access their SBD BusinessNet agreement via a mobile device once an SBD BusinessNet agreement
has been executed and accessed via a personal computer. An authorized individual will first have to access their
agreement through a personal computer by entering their User ID, Password, Multi-Factor Answers, and following
any established instructions that follow.
After these steps have been taken, the authorized individual(s) may be able to access account information via a
mobile device equipped with browser capabilities. The installation, maintenance and operation of your equipment,
including, but not limited to, your computer and modem and/or mobile device, and internet access through your
internet access provider is your responsibility. We are not responsible for any errors or failures from any
malfunction of your equipment, and we are not responsible for any computer virus or related problems that may be
associated with the use of SBD BusinessNet. WE DISCLAIM ALL WARRANTIES REGARDING USE OF SBD
BUSINESSNET AND YOUR EQUIPMENT AND YOUR PERSONAL SOFTWARE, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABILITY AND
FITNESS FOR A PARTICULA PURPOSE. Your personal software may include other functions and features (such
as online budgeting and mortgage comparisons) which are not associated with SBD BusinessNet, and we are not
responsible for them either.
Description of SBD BusinessNet Banking Services Using a Mobile Device: Depending on services requested by
you in your application, SBD BusinessNet usage via a mobile device is limited in nature to the following functions:
Obtain account balances and transaction information for your accounts
Transfer funds between your deposit accounts
Make payments to any person or business (a payee) you have previously established
Schedule a payment in advance
Set up automatic, recurring future payments
Review and cancel pending payments
View payment history
You cannot perform any of the following SBD BusinessNet functions using a mobile device:
Request and/or send a wire transfer request
Create an ACH batch
Submit an ACH batch for processing
User Name, Password, Multi-Factor Questions
To access SBD BusinessNet via your mobile device, you must have accessed the system via your personal computer
at least once to activate your User ID and password. Your User ID and Password may be revoked or cancelled at
any time without giving you prior notice to assist us in maintaining the security of your Accounts. If you believe
that the secrecy of your User ID, Password, or Multi-factor answers has been compromised you should call us AT
ONCE at the number provided and you should change your Password by accessing and following instructions for
change of password. Our Electronic Banking Dept. will assist you in changing your USER ID and multi-factor
We recommend you change your password often. If you forget your password or multi-factor answer you must
contact us to have a new temporary password and/or multi-factor answer reset for you. It may take several days
before you receive this new password. After each change of password or resetting of multi-factor
questions/answers, you must access SBD BusinessNet via your personal computer at least once before attempting
to access the system via a mobile device.
Contact in Event of Lost or Stolen User ID, Password, Multi-Factor Answers or Unauthorized Transactions.
If you believe that your User ID, Password or Multi-Factor Answers have been lost or stolen or that someone
transferred or may transfer money from one of your Accounts without your permission, call us immediately Monday
through Friday between 8:30 a.m. and 4:30 p.m. at:
(203) 743-3849 and ask for the Electronic Banking Department
Saturday between 8:30 a.m. and 12:00 p.m. please contact your local branch office:
Hayestown – 203-743-9612
New Milford 860-210-2114
West St 203-730-4649
New Fairfield 203-746-7990
Or write us at:
Savings Bank of Danbury
220 Main Street
Danbury, CT 06810-6635
Attention: Electronic Banking Department