Government Tax Payment and Filing Service Agreement

Date: , 20 .

This Government Tax Payment and Filing Service Agreement is between Alberta Treasury Branches (“ATB”, “we”, “us, or “our”) and (referred to as the “Customer”, “you”, or “your”).

In consideration of the mutual promises herein contained, the Customer and ATB agree as follows:

INTRODUCTION

1.1	Definitions

In this Agreement the words:

“Account” means collectively, all or any of the Customer’s accounts at ATB;

“Agreement” means this Government Tax Payment and Filing Service Agreement;

“Business Day” means any day that is not a Saturday, a Sunday, or a day on which ATB is required or permitted to be closed in the Province of Alberta;

“Mountain Time” means the local time in Edmonton, Alberta;

“Payment Site” is the Internet website used for access to the GP Service (as defined below);

Any defined words importing the singular number only shall include the plural and vice-versa, and words importing gender include all genders.

2.	Enrollment

2.1	You will deliver to ATB a completed Government Tax Payment and Filing Service Implementation Form (the “Tax Payments Implementation Form”) pursuant to which you will provide to ATB the information that we require (the “Enrolment Information”) in order to be enrolled in the online government payment and filing service (the “GP Service”).

2.2	You will advise us of any change to the Enrolment Information through an updated Implementation Form or through another means if we accept.

2.3	ATB or its authorized service provider will process the Enrollment Information and will advise you when you are able to use the GP Service by providing you with a login identification and password to the Payment Site. Use of the GP Service is at the sole discretion of ATB.

3.	Operation

3.1	Once we have completed processing the Enrollment Information and you have been advised that you are able to use the GP Service, you may register on the Payment Site (“Registration”) to instruct us to make payments or other remittances (“Payments”) to the government entities or agencies listed on the Payment Site (each a “Recipient”).

3.2	ATB may add or delete Recipients from time to time and such changes will be effective upon the addition or deletion of that particular government or agency from the list of available Recipients.

3.3	Following Registration, you may initiate Payments to Recipients at any time on any day (the “Payment Initiation Day”). Each such Payment shall be deducted from your designated Account and credited to the Recipient on the Business Day following the Payment Initiation Day, provided that the instructions relating to such Payment are received by us no later than 11:59AM Mountain Time on the Payment Initiation Day.

3.4	You may also schedule Payments to Recipients on any future Business Day falling between the Payment Initiation Date and the first year anniversary of the Payment Initiation Day.

3.5	Your Account will be debited for the amount of each Payment on the date on which we make the Payment to the Recipient (the “Value Date”). For greater certainty, the Value Date for all Payments to be made hereunder shall be the first Business Day following the Payment Initiation Date, except for payments made under Section 3.4 hereof, the Value Date of which shall be the Business Day specified by you under that Section (or, if the date specified by you under Section 3.4 is not a Business Day, the next following Business Day).

3.6	You may cancel a Payment through the Payments Site at any time before 11:59AM Mountain Time the Business Day before the Value Date. All other payments are irrevocable and cannot be cancelled, recalled or otherwise terminated.

3.7	It is your responsibility to verify and ensure that any Payments to Recipients arrive as required by such Recipient.

4.	Reporting

4.1	After a Payment has been successfully initiated through the GP Service, you will receive a confirmation number indicating that the GP Service has accepted the Payment for processing.

4.2	You are responsible for the accuracy and completeness of all information you provide to us and to the Recipient in connection with the GP Service.

4.3	ATB will, from time to time, provide you with a report or confirmations of all Payments requested and completed by you.

5.	Limitations

5.1	You will not instruct any Payment that could create an unauthorized overdraft in any Account. You acknowledge and agree that ATB is under no obligation and may decline to act upon or to complete, and may reverse, any Payment which causes, or which in ATB’s opinion could cause, any account to be overdrawn by any unauthorized amount.

5.2	Any disputes or claims regarding any Payments will be settled directly by you and the Recipient. ATB has no responsibility for any claims or disputes you may have with any Recipient including but not limited to the Recipient not crediting you for a Payment or the imposition of additional charges on you by the Recipient arising from the Payment. ATB will not be responsible for processing delays by Recipients.

5.3	You are liable for any Payment that is requested through the GP Service, regardless of whether or not such Payment was initiated by an authorized person.

6.	Security and Passwords

6.1	You acknowledge that the Internet is inherently insecure and in this regard you agree to implement and follow any security requirements ATB requires from time to time, including:

i)	ensuring that all user IDs, passwords or other authentication methods be treated in the strictest confidence and that any authorized persons do not reveal such passwords or authentication methods to any other person;

ii)	ensuring that authorized persons never leave their computers unattended while logged into the Payments Site;

iii)	immediately reporting any unauthorized or suspected unauthorized use of the GP Service or the Payment Site to ATB; and

iv)	having policies, procedures and a system of controls over the use of the GP Service.

6.2	Any passwords that you or your authorized representatives create in relation to the GP Service must be unique and not easily guessed. At minimum passwords must not use or contain all or any part of:

i)	a password used for any other banking services;

ii)	your name; or

iii)	your telephone number or address.

If you suspect that your password may have been compromised, you must immediately take whatever steps are necessary to have the password changed.

7.	Limitation of liability and indemnity

7.1	Notwithstanding any other program hereof or any other document or agreement between ATB and the Customer, neither ATB nor any its service providers will have any liability in tort, contract or otherwise for any loss, damage or claim, judgment, cost or expense (collectively “Damages”) that the Customer asserts or sustains as a result of the Customer’s use of the GP Service, except for direct Damages attributable to ATB’s gross negligence or willful misconduct. For greater certainty, this limitation of liability extends to any Damages that the Customer may suffer as a result of ATB or a service provider acting or refusing to act on any instruction, communication, order, entry or email received by ATB from the Customer as well as any loss of data regardless of form. Under no circumstances will ATB or any service provider be liable to the Customer or any third party for any other Damages (including any special indirect, punitive, incidental or consequential Damages, including, but not limited to, lost business, profits or revenue), whether or not ATB is advised of the possibility of such loss or damage with respect to any such Damages, including, without limitation, Damages in respect of any operation or operational failure, delay or GP Services unavailability including any hardware or software system failure or transmission and/or communication system failure (regardless of cause).

The Customer will indemnify ATB, and any of its service providers, against all claims, proceedings, damages, costs (including legal fees and disbursements on a solicitor and client basis), expenses and liabilities directly or indirectly incurred by or taken against any of them which directly or indirectly, without limitation, are the result of the Customer’s use of the Payment Site or the GP Service, or the Customer’s breach of the terms and conditions of this Agreement.

The indemnity outlined above is in addition to and not a substitute for any other indemnities granted by the Customer
to ATB.

7.2	No Representations by ATB. No representations or warranties, either express or implied, of any kind with respect to any GP Services or ATB’s performance under this Agreement including, without limitation, the implied conditions or warranties of merchantability and fitness for a particular purpose. No descriptions or specifications form representations or warranties of any kind.

7.3	Binding obligation of the Customer. This Agreement and all other documents and agreements entered into by the Customer in favour of ATB are legal, valid and binding obligations of the Customer, enforceable against the Customer in accordance with their respective terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other laws affecting the rights of creditors and others generally, and by principles of equity.

8.	Termination and changes

8.1	ATB may change, alter, and discontinue the GP Service at any time without prior notice. ATB may also terminate this Agreement at any time without notice or withdraw its permission for the Customer to use the Payment Site. The Customer may terminate this Agreement at any time by notifying ATB and such termination will be effective once ATB has acknowledged such request.

8.2	Upon any termination hereunder, all debt of the Customer to ATB arising from this Agreement, the Tax Payments Implementation Form or other debt (including debt not yet incurred or not yet processed), and all accrued service charges, fees and costs and all accrued interest thereon, must be immediately paid by the Customer to ATB.

8.3	Articles 5, 6, 7, 8, 9 and 10 of this Agreement survive any termination or expiration of this Agreement.

9.	Electronic records

ATB may keep only electronic records, if it wishes. ATB’s records will be conclusive and binding upon the Customer in any disputes, including all legal proceedings, as the best evidence of transactions, in the absence of unequivocal proof that ATB’s records are erroneous or incomplete. ATB may rely upon the Customer’s instructions delivered through the Service as if they had been signed and in writing. All transactions are subject to verification and acceptance by ATB, at ATB’s sole discretion.

10.	Fees

10.1	Fees and charges for the GP Services will be set out in a pricing arrangement(s) of other fee table forming part of this Agreement. ATB may amend any such pricing arrangement from time to time in its sole discretion. ATB will provide the Customer notice of such pricing or fee change to the Customer by posting such changes or amendments on ATB’s website, by secure message on ATBOnline Business (if the customer subscribes), or by delivering (electronically, by mail or personally) an updated pricing arrangement. By using the GP Service after notice of the change in pricing arrangements the Customer will be deemed to have accepted the change.

10.2	The Customer agrees to pay to ATB when due, and as may be set out in any Pricing Arrangement, or other documents, all amounts payable to ATB in connection with the Services, including all fees, charges, interest and applicable tax. The Customer authorizes ATB to debit the applicable Account of the Customer for any amounts due and owing by the Customer to ATB in respect of the GP Service.

10.3	The Customer will be liable to ATB for all amounts due and owing and/or debited under this Agreement and agrees that it will pay on demand any overdraft created from time to time in any account of the Customer resulting therefrom. The Customer will also pay interest on the amount of any and all such overdrafts, and on charges, fees and other amounts owing by the Customer to ATB and not paid when due, at the rate then applicable to overdrafts of the Customer as established by separate agreement with ATB. If no such rate has been established, the highest rate then applicable to overdrafts from ATB to its customers will apply. If no rate or rates with respect to overdrafts have been established, the Customer will pay interest on overdrafts at a rate of twenty-one percent (21%) per annum. All interest will be calculated and payable monthly, not in advance, both before and after demand, default and judgment.

11.	Third party services

ATB may in its sole and unfettered discretion, delegate any duties or rights under this Agreement to agents (including without limitation third party sub-contractors) and ATB may change such agents and the manner in which their duties are assigned.

12.	Governing law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the Customer agrees to submit to the jurisdiction of the Courts of Alberta.

13.	Force majeure

ATB or any third party service provider will not be liable to the Customer or any other party in any way for delay in performance or for the non-performance of the GP Service if such delay or non-performance is directly or indirectly caused by an event or series of events beyond the control of ATB including, without limitation, acts of God, loss of communication systems and events such as flood, storm, fire, casualty, accident, riot, terrorism, war, labour dispute, communicable disease outbreak, public health emergency or other similar events.

14.	Severability

If any portion of this Agreement shall for any reason be declared or deemed invalid or unenforceable, the validity of the remaining portions shall not be affected and shall remain in full force and effect.

15.	Headings

Any heading contained in this Agreement are added for convenience only and do not change the meaning of any provision of such agreement.

16.	Assignment

ATB may assign its rights and obligations under this Agreement at any time to a third party. If ATB chooses to do so, it may disclose information about the Customer and the Services to anyone to whom ATB assigns rights provided they agree to maintain confidentiality to ATB’s satisfaction. The Customer may not assign its rights and obligations under this Agreement unless the Customer first obtains ATB’s prior written consent.

17.	Binding obligation

The Customer agrees to be bound by the provisions of this Agreement as amended from time to time. The Customer acknowledges having received a copy of this Agreement. Use of the GP Service shall also evidence receipt of the agreement and agreement with its terms. Further the Customer represents and warrants that each individual who executes this Agreement is duly authorized by the Customer to enter into this Agreement in accordance with its respective terms.

18.	General

18.1	Entire Agreement. This Agreement forms the entire agreement between the Customer and ATB pertaining to the GP Service. This Agreement does not affect any rights that ATB may have in respect of the Customer’s accounts. There are no conditions, warranties, representations or other agreements between ATB and the Customer in connection with the GP Service (whether oral or written, express or implied, statutory or otherwise) except as specifically set out herein and therein.

18.2	Further Assurances. The Customer shall forthwith from time to time upon the request of ATB, do make and execute all such additional documents, acts, matters and things as may be required by ATB in its reasonable discretion to give effect to the provisions of this Agreement.

18.3	Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which when taken together will be deemed to form one and the same agreement. Counterparts may be signed either in original or faxed form or in such other form as ATB may accept, and the parties may adopt any such signatures as original signatures of such parties.

Government Tax Payment and Filing Service Agreement

This Agreement has been signed by authorized representatives of the Customer and ATB as of the date set out above.

Customer Name:

The Customer

By (Signature):

Name:

Title:

By (Signature):

Name:

Title:

Alberta Treasury Branches

By (Signature):

Name:

Title:

Page 1 of 5

Form 898 (10/11)

#####

Curtis Morden

2012-01-30

e55214

ATB Financial