1. Account Opening & Legal Authorization
By establishing a commercial deposit account or treasury relationship with Hillridge ("Bank"), the entity ("Client") warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation.
The Client agrees to provide corporate resolutions, incumbency certificates, government-issued identifications, and tax documentation as required by the Bank to satisfy federal Customer Identification Program (CIP) and Beneficial Ownership mandates under the USA PATRIOT Act.
2. Commercial Deposit Operations & Funds Availability
All items deposited to the Client’s account are received for collection only and are subject to final settlement. Funds availability is governed by Regulation CC and the Bank’s Funds Availability Schedule:
- Electronic ACH credits and Fedwires are credited upon final settlement.
- The Bank reserves the right to place administrative holds on large, non-standard, or international checks pursuant to regulatory exception rules.
- The Client is solely responsible for verifying the legitimacy of items deposited into its accounts.
3. Treasury & Electronic Banking Services
Access to the Bank’s digital treasury portals, APIs, and host-to-host systems requires dual-factor security credentials. The Client agrees that its designated Security Administrators possess full authority to assign permissions, set transfer thresholds, and manage user entitlements.
The Client agrees to maintain commercial security protocols, anti-malware software, and dual-authorization procedures for high-value electronic payments.
4. Wire Transfers & Payment Instructions (UCC 4A)
Payment orders and wire transfers are governed by Article 4A of the Uniform Commercial Code (UCC 4A).
- Security Procedures: Outbound transfers must comply with agreed security procedures, including callback verifications, out-of-band tokens, or digital signatures.
- Cut-Off Times: Wire instructions received after designated daily cut-off times (e.g., 4:30 PM EST for domestic Fedwires) will be processed on the next business day.
- Inconsistent Description: If a wire transfer instruction describes the beneficiary by name and account number, the Bank and routing clearinghouses may process the transfer solely based on the account number.
5. Service Charges & Account Analysis
The Client agrees to pay all applicable service charges, maintenance fees, and transaction tariffs in accordance with the Bank’s published Schedule of Fees. Monthly account analysis statements will itemize charges, earnings credit allowances (ECA), and net settlement balances.
6. Limitation of Liability & Indemnification
To the maximum extent permitted by applicable law, the Bank’s liability for any failure, delay, or error in executing a transaction or obligation shall be limited to direct actual damages proven by the Client, not to exceed the amount of the transaction or applicable service fee.
In no event shall either party be liable for special, indirect, consequential, punitive, or indirect damages, even if advised of the possibility of such losses.
7. Account Suspension & Termination
Either party may terminate an account relationship upon 30 days’ written notice. The Bank reserves the right to immediately suspend or close an account without prior notice if required by court order, law enforcement directive, regulatory mandate, or upon reasonable suspicion of fraudulent or unlawful activity.
8. Governing Law & Dispute Resolution
These Terms and Conditions are governed by federal banking laws and the laws of the jurisdiction in which the Client’s primary account relationship is maintained. Any legal action or institutional proceeding arising under these terms shall be resolved through binding commercial arbitration or before a court of competent jurisdiction.
