AGREEMENT GOVERNING THE USE OF LBCDIRECT TELEPHONE AND INTERNET BANKING SERVICES FOR BUSINESSES


WHEREAS the Laurentian Bank of Canada offers a service that allows clients to access some of its banking products (as determined from time to time by the Bank) and to conduct certain transactions by means of the LBCDIRECT telephone services and/or Internet LBCDIRECT;

WHEREAS the client has signified his/her intention to sign up for the service or services;

CONSEQUENTLY, the parties agree to the following:


1. PREAMBLE. The preamble is an integral part of this agreement.

2. DEFINITIONS. "Bank" refers to the Laurentian Bank of Canada; "access number" is the confidential access code assigned to the client when the latter signs up for the services, and is to be used by the client to access the services; "invoice" means any admissible bill that the client has selected for payment through the services; "telebanking centre" refers to the Bank’s telebanking centre providing the services; "issuer of invoices" signifies the businesses participating in the services whose
invoices are to be paid, as indicated by the client to the Bank, through the services; "password" is the confidential password given upon first use of either service and must be modified by the client when first using either service; "transaction" means any transaction allowed by the Bank as part of its services; "service" means all the services offered from time to time as part of the LBCDirect telephone services and services provided by means of computer access and described as being Internet LBCDirect services, said services may be modified from time to time by the Bank.

3. Enrollment. Signing up for the services provides a client with access to LBCDirect and/or Internet LBCDirect to conduct certain banking operations, either by telephone or by means of a computer network, using a confidential access number and password. The banking operations allowed are listed in the User’s Guide.

4. Use. The client must use the services in accordance with Bank instructions and directives outlined in the User’s Guide, which may be modified from time to time by the Bank. Enrollment and use of the services constitute proof of acceptance of the terms and conditions of this agreement and of the User’s Guide.

5. Operations. Any transaction made by means of the services will be processed by the Bank in accordance with the terms and conditions indicated in the User’s Guide.

6. Confidentiality. To access the service, the client must use his/her access number and password. The client agrees to keep his/her access number and password confidential. The client agrees to apply reasonable preventive methods so that his/her access number and password remain confidential. He/she must not act in a negligent manner, by revealing for example his/her access number and password to anyone not authorized to use the services, or by writing them down in readily accessible documents, or by using as a password personal data (such as date of birth, name, telephone number, address), an existing PIN number or the bank card number or account number. The client agrees to inform the telebanking centre as soon as the confidential nature of the access number or password is compromised, lost or in the presumed possession of a third party. The client must inform the telebanking centre of same by telephone. The client also agrees under such circumstances to take the necessary steps to change his/her access number or password according to instructions received by the Bank.

7. Consent. The client admits and agrees that any instructions given and/or transactions conducted by using the services via the confidential access number and password constitute the client’s consent to said instruction or operation, just like transactions authorized by means of a written signature. The Bank is therefore not obligated to conduct any additional verification. The Bank reserves the right, however, to verify and authorize or deny any transaction, if it deems it necessary. The client also agrees that instructions or operations conducted by means of the access number and password, whether carried out by one of the users authorized by the client or by a third party and with or without the client’s consent or knowledge, bind the client and render him/her responsible to the Bank, so long as the Bank is not informed of the loss of the confidential nature of the access number and/or password. Moreover, the client agrees to modify his/her password on a regular basis. He/she is responsible for immediately modifying his/her password when an employee authorized to use the service or another employee who knows the password leaves his/her employment or when his/her duties toward the client change.

8. Unauthorized Payment. The client may not make, by means of the services, any payment of a bill or invoice or any transfer between 2 suffixes of the same account that exceeds the balance of the account on which the amount is deducted, or that exceeds the overdraft limit of that account, unless the client benefits from overdraft coverage or an authorized line of credit. In that case, the transactions may not in any case exceed the amount of credit authorized.

9. Fees. The client agrees to pay the Bank the fees which are set by the Bank for the services and which were explained to the client when he/she signed up for the service. The client authorizes the Bank to collect these fees from the account used or from any other account selected by the client.

10. Responsibility. The Bank offers no guarantee regarding the LBCDirect and Internet LBCDirect services, and is not responsible for acts or omissions on-line or on the part of Internet service providers. The client releases the Bank from any responsibility regarding delays, damages or inconveniences caused by the failure or poor operation of the services or by its inability to access the services. The client also agrees to settle directly with the issuer of invoices any claim or dispute
involving a transaction. The Bank is not responsible for the issuer’s failure to enter the payment of any invoice made by the client through the services, or for any additional fees, including interest penalties imposed by the issuer of invoices. Laurentian Bank of Canada will in no case be responsible toward the client or toward any other person for any damages whatsoever (including damages, losses or any direct, indirect, special, incidental, exemplary or punitive expenses) that might occur in using the services or being unable to use the services, of for any defects in performance, errors, omissions, interruptions, operational or transmission delays, computer viruses, breakdown and system or power failure, loss of information, unauthorized use or reproduction of the site, the information it contains or otherwise, even if Laurentian Bank or its representatives are informed of the possibility of such damages, losses or expenses.

11. Cancellation of Agreement. The Bank may terminate, for any reason whatsoever, this agreement or the service, without notice and without incurring responsibility. The client may at any time terminate this agreement by contacting the telebanking centre.

12. Recording. The Bank may record any telephone conversation that the client or his/her authorized representative may have with an employee of the telebanking centre.

13. Statements. Copies of statements and records prepared by the Bank (in no matter what form) as well as any recordings made by the Bank concerning transactions made by means of the services will be proof of these transactions, as if they were original documents.

14. Keeping Documents and Proof. Recording electronic banking operations on computer support constitutes conclusive proof of these banking operations and binds the client, in the event of any dispute or legal proceedings with the Bank.

15. Modification. The Bank may modify, at any time, this agreement or the applicable fees by posting the changes in the branch or by sending written notice with the account statement the client receives. These modifications will come into effect within 60 days of the posting or within 30 days of sending written notice. The terms and conditions of this agreement may be modified by posting a notice through Internet LBCDirect. Use of the service following any modifications constitutes client consent to the modifications.

16. Other Agreements. All the conditions specified in the account opening agreement in effect between the client and the Bank remain in effect and apply in the same way as this present agreement. However, in case of any divergence between this agreement and the account opening agreement with regard to the use of these services, the present agreement takes precedence.