TERMS & CONDITIONS

SERVICES AGREEMENT.

Belair International Bank may offer you various commercial services from time to time that are tied to your Account (the “Services”). You must maintain your Account with the bank in order to receive these services. These services are subject to the terms of this agreement and the applicable Service Addendums for each Service. If you wish to contract the subject services, contact your Account Representative.

INTERPRETATION OF THIS AGREEMENT.

1. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions of this Agreement will remain effective.

2. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions in a Service Addendum or the Account Addendum, the Addenda will prevail. 3. In the event of conflict between the Spanish and English versions of this Agreement, the Spanish version will prevail.

CLIENT INFORMATION

1. The Bank may request your credit report in relation to the establishment of your Account at any time and afterwards as permitted by the applicable regulation. 2. In order to comply with applicable laws and regulations, the Bank may require from time to time that You provide the Bank with documents and information concerning your business, including periodic financial information, whether You are a corporation, partnership, association, non-profit entity, or any other entity or individual doing business under a commercial name or trade name. Business Days, Business Hours, and Effective, Date of Transactions The Bank’s business days are: Monday through Friday, except federal holidays (“Business Day”) … “Cut-off Time” refers to the time limit established by the Bank for receipt, processing, transmission, cancellation, and amendment of payment orders. Access to personal information is restricted to employees, service providers and mandatories who need to have access to that information as described in this privacy statement. Our service providers are required to observe standards for the security, collection, uses and sharing of personal information, and to comply with applicable law.

APPLICABLE LAW

This Agreement will be governed by and interpreted in accordance to the laws of the United States of America and any pertinent federal laws and regulations.

FINAL AGREEMENT.

This Agreement, the Agreement Addendum and the Services Addenda constitute the final agreement between the parties. Any written or verbal agreement made prior to this Agreement is hereby expressly cancelled and revoked. Any addendum, exhibit or attachment to this Agreement will be considered included herein and will become part of this Agreement. You acknowledge and agree that your contractual relationship with the Bank is subject to the provisions of this Agreement.

Amendments

Except as otherwise provided in this Agreement, the Bank reserves the right to amend the terms and conditions established in this Agreement and the Addendums. Such amendments will be effective upon notice, or as established in the written notification.

Transfer of Agreement

You may not transfer or assign this Agreement or your participation in any of the Bank’s Services to any other person or entity. You may not transfer or assign to any person or entity the authority to issue instructions to the Bank regarding any Services except when expressly authorized by the Bank. The Bank may transfer its rights, in which case You will be notified.

TERMINATION.

1. The provisions of this Agreement shall remain in full force and effect until any of the parties terminates this Agreement by written notice sent via email. The Bank reserves the right to cancel this Agreement or a Service Addendum at any time, without prior notice to any of the parties, if any of the following events or circumstances occur: a) You violate or fail to comply with any applicable laws or regulations or any of the terms, covenants, representations or warranties included in this Agreement or a Service Addendum; b) You do not fulfill payment or any other reimbursement agreed upon; c) a court or competent government authority issues a writ of attachment, pledge order, or lien for any share of your Account, assets, or properties; d) your business closes, becomes insolvent, or bankrupt; and (e) You fail to comply with other agreements made with the Bank or any other document that evidences your debt to the Bank.

2. The Bank shall not be liable for fulfilling payment orders after said notice of termination is mailed. You will be responsible for all transactions in progress, obligations under this Agreement, and all fees for Services rendered until the date of termination of this Agreement. Any service charges owed by You on the date of termination must be paid immediately. However, the Bank may exercise its right to set off any such owed amounts against the Account.

3. The terms for each Service will be established in the corresponding Service Addendum. The Bank reserves the right to cancel any Service at any time. Any such cancellations will be notified by email. Unless otherwise indicated in the notification, all other Services will continue in full force and effect. You may cancel any Service through email notification to the Bank with 30-day prior notification.

4. Upon termination of this Agreement or any Service Addendum, you will delete or destroy any corresponding intellectual property of the Bank that may be stored in your computer memory or any other data bank in your possession. If the Bank terminated this Agreement because you incurred in a violation, it has the option to declare due and payable immediately any fees or service charges pending payment under this Agreement. The parties understand and agree that termination of this Agreement does not give You the right to claim any compensation from the Bank, under any pretext, including, but not limited to, loss of income, loss of good- faith, or any direct, indirect, consequential, punitive, or exemplary damages.

5. All warranties, representations, and covenants will remain valid and binding, after the termination of this Agreement.

NOTIFICATIONS.

1. You must notify the Bank, by email, of any changes in your mailing address (the address at which You receive Account Statements, reports, notices, and any other Bank mail). The effective date of any changes will depend on the date when the Bank receives your notification and, as such, any such changes may be effective during the current cycle or the next. The Bank shall not be liable for delays in the receipt of Account Statements, reports, or any other notice or mail, if You do not notify your change of address as established herein.

2. You shall notify the Bank 30 days prior to any changes in the format of the account number, profile of your customers, bills or any other element used in the payment process of Your bills and that affects the provision of any of the contracted Services. The Bank will require a file with the new data so that the conversion of the data is made to ensure the correction and updating of the reports and files provided to you under this Agreement. The Bank may bill you for these changes at the applicable rate and may impose a penalty if You make changes that affect the provision of any of the Services without prior notification to the Bank.

3. Except in instances where local or federal regulations require the use of a particular delivery method, the Bank may send correspondence, announcements, communications or notifications relating to the Account or the Services in writing via email, fax, mail or personal delivery at the address specified in the corresponding Account Addendum or in the Service Addendum and will be effective from the date of shipment or as established in the correspondence.

ACCOUNT STATEMENTS: REPORTS AND FORMS.

1. The Bank will send You a periodic Account Statement, reporting all transactions made in the Account during the Account Statement period. You may receive your periodic Account Statement: (a) in print at the last address on record at the Bank, or (b) electronically thru the e-Commercial Statement Services.

2. The Bank shall retain a copy of both sides (front and back) of all items stored by electronic media for the retention period required by law. You may request certified copies of account statements, or other items at the Bank in Puerto Rico, or by calling to Customer Service. The Bank will send You the copies within a reasonable period of time after receipt of your request. You will be responsible for payment of any fees for the reproduction and delivery of documents.

3. You are responsible for notifying the Bank immediately, in writing or by phone to the Business Banking Center, if You have not received your Account Statement within thirty (30) calendar days of the closing date of the cycle. 4. The Bank will produce and send You the reports listed in this Agreement and the applicable Service Addendums. The frequency and method of delivery will be set forth in the corresponding Service Addendum.

5. You agree that You are responsible for verifying all information provided by the Bank in order to identify any unauthorized charges, including, but not limited to any omission or discrepancy. To this effect, You will promptly revise and reconcile all reports that are described in the Agreement and Service Addendums, Account Statements and any attached documents, files, announcements, correspondence, or notification (in general, the “Report”) received from the Bank.

6. If You find any omissions or discrepancies between your records and the information provided by the Bank, or if You have any objections, you must notify the Bank, in writing, within ten (10) days of the date of the Report, so that the Bank may investigate the claim and take any necessary action. Should You fail to notify the Bank within this period, the reports will be deemed correct and accepted by You, and the Bank will have no liability with respect to such omissions, discrepancies, or objections.

7. The Bank will process the investigation according to ordinary procedures for the management of claims. The Bank reserves the right to request any documents or sworn statements needed for processing a claim under this section, and You agree to provide any such documents. The Bank will inform You of the results of the investigation within a reasonable period of time.

8. You agree that if you do not notify the omission, discrepancy, or objection within the time limit established in this Agreement, you release the Bank of any responsibility within reference to such omission, discrepancy, or objection.

9. e-Commercial Statements You may choose in the Account Addendum to receive your Periodic Statement electronically. If you need to receive your Account Statement both electronically and on paper, You will be charged for the services the amount set in the Addendum.

The Bank will send You an e-mail, informing you that your Periodic Statement is available the fourth day after the end of the billing cycle. You do not need to receive a notice to access your Periodic Statement which will be available online for eighteen (18) months. You will be responsible for establishing a password to access the Periodic Statements and for saving the Periodic Statements The Bank is not liable to verify if You or the Authorized Person received the Period Statement.

Resolution of Claims made by Your Clients

1. You will be responsible for handling and solving claims made by your own clients, providers, or creditors, even if they are consequence of a Service provided by the Bank. Any claims to the Bank must be submitted, in writing, to the Customer Service Department. The Bank will inform You of the results of this investigation within a reasonable period of time.
2. Any complaints received directly by the Bank will be referred to You. You must notify the Bank of the result of your investigation within five (5) days following the date the claim was referred to You.
3. Should the Bank need information from You to resolve a claim by a mutual client, regarding payment of a check issued against an account in the Bank, you will provide the requested information within ten (10) Business Days of the date the information was requested.
4. The Bank will not adjust accounts with your clients, or accept service requests or deposits from them.

CHARGES.

1. You shall pay the Bank the corresponding monthly service charges stipulated in the Account Opening Addendum to this Agreement and any other charges for Services requested by You, as stipulated in the corresponding Service Addendums (collectively referred to as “Service Charges”).
2. You understand that Service Charges do not include any additional or special services that You may request, not established in this Agreement or a Service Addendum, such as check printing charges, or copies and delivery of documents and information. 3. The Bank may change Service Charges from time to time. Any change and its effective date will be notified to You, in writing, by the Bank.
4. Any changes or requirements requested by You for this Agreement or a Service Addendum may result in changes to Service Charges. You must maintain sufficient funds in the Account to cover payment of charges imposed by the Bank under any clause in this Agreement and the Service Addendums. The Bank will not be responsible for any check or withdrawal order that is rejected due to insufficient funds in the Account as result of Service Charges debited to the Account.

ARBITRATION.

1. You and the Bank agree that any controversy or claim between yourselves or against any agent, employee, successor, or designated agent, whether or not related or not to this Agreement and/or Service, and any claim or dispute related with this Agreement, Service, or to the relation or duties established in this Agreement, including the validity of this arbitration clause (the “Claim”), shall be resolved by mandatory arbitration, administered by the American Arbitration Association, in accordance to the Commercial Arbitration Rules in force, and must be held in the United States of America. The arbitration will be governed by the Federal Arbitration Act of FAA, Title 9 of the United States Code, Sections 1 through 16 (9 U.S.C. §§ 1-16) excluding any local rights provision that is inconsistent with or will produce a different result. Only one neutral arbitrator will determine the claim and make a final decision, according to applicable law. Strict confidentiality will rule arbitration procedures, including the information submitted by the arbitrator and the decision or indemnification granted by the arbitrator. Any court with jurisdiction may dictate sentence once the arbitrator makes a decision. The aforementioned terms will not limit the obligation of a party to defend, indemnify, or release the other party of any judicial procedure or other claims, losses, damages, or expenses.
2. The procedures specified in this article will be unique and exclusive for the resolution of disputes between You and the Bank that arise or are related to this Agreement; disposing of, however, that a party can request temporary injunctive relief in a court of competent jurisdiction in order to maintain status quo, or for the protection of goods or property until the arbitration process is initiated and the selected arbitrators have had the opportunity to resolve the request for temporary relief. 3. Each party is responsible of fulfilling their obligations under this Agreement while final resolution of a Claim is pending, unless doing so is impossible or impractical under the circumstances.

COMPLIANCE.

You agree to use the Account and its Services only for lawful purposes and in accordance with applicable laws and regulations, including anti-money laundering laws. You acknowledge and agree that in order to comply with the Bank’s internal policies and/or applicable law [including the executive orders and regulations of the U. S. Department of Treasury’s Office of Foreign Assets Control (OFAC)], the Bank may be required to block funds, freeze funds, and/or forfeit funds to appropriate authorities, and to obtain information about the provenance of funds and transactions.
Representations and Warranties
1. The Bank does not represent or warrant, explicitly or implicitly, that the Services will be suitable for You for a particular interest or use. You agree that the Bank provided You with adequate information regarding each Service and that You have decided, freely and voluntarily, to subscribe to this Agreement.
2. You represent and warrant the Bank that You do not intend to use, and will not use, any of the Services for the purpose of providing, directly or indirectly, any service, including, but not limited to, financial accounting services, data processing, management, or other related services, to any other individual or entity.

COMPUTER SOFTWARE.

1. The Bank uses software created by himself.
2. By agreeing to use said software, you are accepting the non-exclusive, non-transferable licenses of the aforementioned third parties. No employee of the Bank is authorized or has the power to make any amendments, changes, or deletions to any of the terms or conditions of said licenses.
3. You agree to use the software as-is.
4. If the software is defective, or damaged, the Bank will provide repair, correction, or replacement services, provided that You have used it properly.

Limitation of Liability and Indemnity

1. The Bank shall exercise due care and diligence in the performance of its obligations under this Agreement and the Services Agreement. However, the Bank shall not be responsible for compensating You for any damage, expense, cost, or loss of any kind that may occur as a direct or indirect result of rendering the Services, except when the Bank’s intentional acts or gross negligence cause You direct financial damage. In such case, the Bank’s responsibility shall be limited to the amount of the transactions in controversy and to the extent that the resulting damages could have been avoided or mitigated if You reasonably verified the information provided by the Bank, pursuant to the provisions of this Agreement. Under no circumstances shall the Bank be responsible to You for indirect, emotional, special, or punitive damages, even though the Bank may have been advised of the possibility of such damages.
2. In addition to your responsibilities pursuant to the Service Agreement, you assume responsibility, and commit to indemnify and hold the Bank harmless from any claims, suits, costs, fees, loss, or expenses of whatever nature to which the Bank may be subject, whether directly or indirectly, on account of mistakes, or negligent, or intentional acts carried out by You, your employees, agents, representatives, or contractors arising from the use of the Service provided by the Bank, (b) your failure to comply with its guarantees or any provision of this Agreement; and (c) the Bank’s compliance with any instructions given by You and related to the Services.
3. The Bank reserves the right to require You to have, during the life of the present Agreement, a compliance bond and/or insurance coverage for public liability and/or fidelity bond for the amounts the Bank, at its sole discretion, sets. Such insurance policies or bonds must be issued by insurance companies and must contain terms and conditions acceptable to the Bank.
4. The Bank shall not be responsible, nor shall it be under any obligation, to third parties (including, but not limited to, any of your partners, stockholders, directors, officers, agents, employees, clients, or providers) for rendering the Services to You in compliance with the terms and conditions of this Agreement or the Service Agreement. Except in the event of gross negligence or willful misconduct by the Bank, the Bank will not be responsible to You or third parties for damages arising from, or allegedly caused by, any act or omission by the Bank under this Agreement or the Service Agreement. You agree to indemnify and hold the Bank harmless from any claim or threat against the Bank that may seek to impose liability against the Bank in these cases.
5. The Bank shall not be responsible for non-compliance with any provision of this Agreement if said non-compliance is caused, in whole or in part, by circumstances beyond the control and responsibility of the Bank, including, but not limited to: communication failures, telephone or electric power services interruptions, mechanical defects in the equipment used in rendering the Services, explosions, accidents, fires, floods, war, criminal, or terrorist acts of government agencies, third persons, or any other acts of God or force majeure. In any of these events, the Bank’s responsibility shall be limited to restoring banking service or any other Services as soon as possible and to provide reasonable means of communication to guide and instruct You the procedures to be followed while the banking service or any other Services remain interrupted due to the emergency, all this is possible under the circumstances.
6. In addition to the limitations on responsibility provided in the terms and conditions of this Agreement, and except as provided by law, the Bank shall not be bound nor responsible for (a) any interruption in the Services that may result from government restrictions, market, or exchange regulations, (b) any act, failure to act, insolvency, or notification of insolvency to the Bank from the National Automated Clearing House Association (NACHA) and any of its members, or from any other financial or third party institution; or (c) any error, omission, lack of accurate information in any notice or communication that the Bank receives from another financial institution, automated clearing house operator, or the Federal Reserve Bank.
7. The Bank shall not be responsible or liable if your instructions for transfer of funds (a) mistakenly direct payment to a person other than the one intended by You; (b) mistakenly allocate payment for an amount larger than You intended; (c) mistakenly duplicate transmission of instructions previously given by You. In such cases, you are responsible for payment of the amount requested in the fund-transfer instructions. 8. The Bank will not be liable for your mistakes regarding the amount, certitude, timing, or proper authorization not any instructions received from You, or from any other person, including, but not limited to, any Federal Reserve Bank, transmission or communication facility, any deposit-receiving individual or financial institution, including the return of a request by such deposit- receiving individual or financial institution; and such person will not be considered an agent of the Bank.
9. DISCLAIMER OF WARRANTIES. THE SERVICES, PROVIDED UNDER THIS AGREEMENT, THE SERVICE AGREEMENT OR ANY OTHER SERVICE ADDENDA, ARE PROVIDED ON AN “AS IS”, AS “AVAILABLE”. THE BANK DOES NOT OFFER ANY WARRANTIES, OF ANY KIND, EITHER EXPLICIT OR IMPLICIT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHERMORE, THE BANK DOES NOT OFFER ANY WARRANTIES OF ANY KIND WITH RESPECT TO LOSS OR CORRUPTION OF DATA, LOSS OR DAMAGE TO EQUIPMENT AND/OR SOFTWARE, SYSTEM RESPONSE TIMES, TELECOMMUNICATION LINES, OR OTHER COMMUNICATION DEVICES, QUALITY, AVAILABILITY, RELIABILITY, SECURITY ACCESS DELAYS OR ACCESS INTERRUPTIONS, COMPUTER VIRUSES, BUGS, OR ERRORS. THE BANK DOES NOT OFFER ANY WARRANTY THAT SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; OR AS TO THE RESULTS THAT MAY DE OBTAINED FROM USE OF THE SERVICES. THE BANK ASSUMES NO RESPONSIBILITY OR LIABILITY IF TELECOMMUNICATION CARRIERS ARE NOT AVAILABLE AT ANY GIVEN TIME. THE BANK, IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM YOU, OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY THE BANK. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY THE BANK REPRESENTATIVES WILL CREATE A WARRANTY; NOR MAY RELY ON ANY SUCH INFORMATION OR ADVICE.
10. DISCLOSURE RELATED TO PROHIBITION ON FUNDING OF UNLAWFUL INTERNET GAMBLING The Federal Regulation issued pursuant to the Unlawful Internet Gambling Enforcement Act prohibits the processing of restricted transactions through commercial accounts or relationships. Restricted transactions include those in which a credit, an electronic fund transfers, checks, or drafts are knowingly accepted by a business in connection with the participation by others in unlawful internet gambling. Your account may not be used to process unlawful Internet gambling transactions. The Bank may reject any such transaction and may close your account, if a restricted transaction is identified in your account. By opening your account, you certify that you are not engaged in any business relating to unlawful internet gambling, as defined in Regulation GG, and agreed to notify us immediately if your Account is used for such activity.
Updated on March 10, 2022