This agreement (the "Agreement") sets forth the definitive terms and conditions of the VanguardAdvantage® Billpay Service (the "Service") that is available through your VanguardAdvantage Account. This Agreement is made by and between Vanguard Brokerage Services®(Vanguard Brokerage); and you, and hereby incorporates by reference all of the terms and conditions of the VanguardAdvantage Account Services Agreement, included in the Disclosures Booklet provided when you opened your VanguardAdvantage Account. By your enrollment in and use of the Service, you agree to be bound by the terms of this Agreement that are applicable to the features of the Service that you use.
Unless the context otherwise requires, the capitalized terms used in this Agreement have the meanings specified below:
Billpay transaction means any transaction in which you use the Service to effect payment to a payee.
Business Day means Monday through Friday, excluding federal holidays.
Due Date is the date reflected on your Payee statement for which the payment is due. It is not the late date or grace period.
Payee is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills.
Payment Account is your VanguardAdvantage Account, from which all bill payments and Service fees will be automatically debited.
Payment Instruction is the information provided by you to Vanguard Brokerage for a bill payment to be made to the Payee (such as, but not limited to, Payee name, Payee account number, and Scheduled Payment Date).
Scheduled Payment is a payment that has been scheduled through the Service but has not begun processing.
Scheduled Payment Date is the day you want your Payee to receive your bill payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.
Service means the Billpay Service offered by Vanguard Brokerage, which is accessed exclusively by means of Vanguard Brokerage’s secure website.
We, Us, Our mean Vanguard Brokerage.
You, Your, Account Holder mean each person or entity who is a registered owner of the Account.
2. Bill Payment Scheduling
Transactions begin processing four (4) Business Days prior to your Scheduled Payment Date. Therefore, Vanguard Brokerage will not permit you to select a scheduled payment date less than four (4) Business Days from the current date. When scheduling payments, you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Payee Statement unless the Due Date falls on a non-Business Day.
If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates should be prior to any late date or grace period.
3. Service Guarantee
Due to circumstances beyond our control, particularly delays in handling and posting payments by Payees or financial institutions, some payments may take longer to be credited to your account with the Payee. We will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under Section 2 above.
4. Payment Authorization and Payment Remittance
Important: If more than one person is authorized to sign on your Payment Account, you authorize us to establish the Service and process any Billpay Transaction at any time upon the authorization of any one account owner or authorized signer identified on the appropriate account documentation—even if you have signed documentation on file with us that states you require more than one signature to act on your Payment Account.
4.1 By providing us with names and account information of Payees to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive through the Service website. In order to process payments more efficiently and effectively, we may edit or alter payment data or data formats in accordance with payee directives.
4.2 When we receive a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize us to credit your payment account for payments returned to us by the United States Post Office or payee, or payments remitted to you on behalf of another authorized user of the Service.
4.3 We will use our best efforts to make all your payments properly. However, we will incur no liability and the Service Guarantee will be void if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:
4.3.1 If, through no fault of ours, your Payment Account does not contain sufficient funds to complete the Billpay Transaction or the Billpay Transaction would exceed the credit limit of your overdraft protection through a margin account, if any;
4.3.2 The Service website is not working properly and you know or have been advised by us about the malfunction before you execute the Billpay Transaction;
4.3.3 You have not provided us with the correct Payment Account information, or the correct name, address, phone number, or account information for the Payee; and/or
4.3.4 Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the Billpay Transaction and we have taken reasonable precautions to avoid those circumstances.
Provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Payment Account or cause funds from your Payment Account to be directed to a Payee which does not comply with your Payment Instructions, we will be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment-related charges.
5. Payment Methods
We reserve the right to select the method in which to remit funds on your behalf to your Payee. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment.
6. Payment Cancellation Requests
You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions at the Service website. There is no charge for canceling or editing a Scheduled Payment. Once we have begun processing a payment it cannot be canceled or edited; accordingly, a stop payment request must be submitted.
7. Stop Payment Requests
Our ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. We also may not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Vanguard Brokerage at 1-800-992-8327. Although we will make every effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the VanguardAdvantage Account fee schedule.
8. Prohibited Payments
Payments to Payees outside of the United States or its territories through the Service are prohibited.
9. Exception Payments
Tax payments and court-ordered payments may be scheduled through the Service; however, such payments are discouraged and must be scheduled at your own risk. In no event will we be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment-related charge is void when these types of payments are scheduled and/or processed by us. We have no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be your sole responsibility.
10. Bill Delivery and Presentment
This feature is for the presentment of electronic bills only, and it is your sole responsibility to contact your Payees directly if you do not receive your statements. In addition, if you elect to activate one of the Service's electronic bill options, you also agree to the following:
10.1 Information provided to the Payee. We are unable to update or change your personal information, including, but not limited to, name, address, phone number(s) and e-mail address(es), with the electronic Payee. Any changes will need to be made by your contacting the Payee directly. Additionally, it is your responsibility to maintain all user names and passwords for all electronic Payee sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill.
10.2 Activation. Upon your activation of the electronic bill delivery and presentment feature, we may notify the Payee of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, your ability to obtain a paper copy of your statement(s) is at the sole discretion of the Payee. While your electronic bill delivery and presentment feature is being activated, it is your responsibility to keep your accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.
10.3 Notification. We will use our best efforts to present all of your electronic bills promptly. In addition to our posting the bills on the Service website, the Payee may send an e-mail notification to the e-mail address you provide. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically log on to the Service website and check on the delivery of new electronic bills. The time for notification may vary from Payee to Payee. You are responsible for ensuring timely payment of all bills.
10.4 Cancellation of electronic bill notification. Each electronic Payee reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Payee to Payee, and may take up to sixty (60) days, depending on the billing cycle of each Payee. We will notify your electronic Payee(s) as to the change in status of your account, but it is your sole responsibility to make arrangements for an alternative form of bill delivery. We will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.
10.5 Non-Delivery of electronic bill(s). You agree to hold us harmless should the Payee fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Payee directly.
10.6 Accuracy and dispute of electronic bill. We are not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information we receive from the Payee. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Payee directly.
This Agreement does not alter any liability or obligations that currently exist between you and your Payees.
11. Exclusions of Warranties; Limitation of Liability
11.1 The Service website and related documentation are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
11.2 This Agreement constitutes our entire liability and your exclusive remedy with respect to the Service. In no event will we be liable for any direct, indirect, special, incidental, consequential, or exemplary damages, including lost profits (even if advised of the possibility thereof) arising in any way out of the installation, use, or maintenance of the Service website.
12. Password and Security
You agree not to give or make available your password or other means to access your Payment Account or the Service to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your Payment Account, you are responsible for any transactions they authorize. If you believe that your password or other means to access your Payment Account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify us at once by calling 1-800-992-8327.
13. Your Liability for Unauthorized Transfers
13.1 You must tell Vanguard Brokerage at once if you believe your password or other means to access your Payment Account has been lost or stolen. Calling Vanguard Brokerage immediately is the best way to keep your possible losses down. If you tell Vanguard Brokerage within two Business Days after you learn of the loss or theft of your password or other Payment Account access, you can lose no more than $50.00 should someone access your Payment Account without your permission.
If you do not tell Vanguard Brokerage within two Business Days after you learn of the loss or theft or your password or other Payment Account access, and Vanguard Brokerage can prove it could have stopped someone from using your password or otherwise accessing your Payment Account without permission if you had told us, you could lose as much as $500.00.
13.2 If you think your Payment Account statement is wrong or contains Billpay Transactions that you did not authorize, or if you need more information about your Payment Account or any statement, let Vanguard Brokerage know at once. If you do not notify Vanguard Brokerage within 60 days after the account statement was mailed to you, you may not get back any money you lose after 60 days if Vanguard Brokerage can prove that it could have stopped someone from taking the money had you notified us in a timely manner. If there was a good reason (such as a long trip or a hospital stay) that kept you from telling us, we will extend the time period.
13.3 Notification Methods. Calling Vanguard Brokerage is the quickest way to alert us to a problem. You can reach us at 1-800-992-8327 Business Days from 8 a.m. to 8 p.m., Eastern time (limited services are available at other times). We may, however, request that you also notify us of your complaint or question in writing within ten Business Days. Our mailing address is:
Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170
Vanguard Brokerage will need all of the following information:
• Your name and your Payment Account number.
• A description of the error or Billpay Transaction in question, explaining as clearly as possible why you believe it is an error or why you need more information.
• The dollar amount of the Billpay Transaction and, if different, the amount of the suspected error.
13.4 Except as otherwise stated in this Agreement, we will determine within ten Business Days after Vanguard Brokerage hears from you whether an error occurred and will correct any error promptly. If we need more time, however, we may take up to 45 calendar days to investigate your complaint or question. In this event, Vanguard Brokerage will generally recredit your Payment Account within ten Business Days for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If Vanguard Brokerage asks you to put your complaint or question in writing and does not receive it within ten Business Days, we need not recredit your Payment Account or may reverse any credit previously made to your Payment Account. In any case, Vanguard Brokerage will tell you the results within three Business Days after we complete our investigation. If Vanguard Brokerage decides that there was no error, we will reverse the applicable credit and send you a written explanation. You may ask us for copies of the documents that we used in the investigation.
14. Disclosure of Account Information to Third Parties
Vanguard Brokerage will not reveal any information to third parties about your Payment Account and your transactions except
Where it is necessary for completing your transactions;
To verify the existence and condition of your Payment Account for a third party, such as a credit bureau or Payee;
to comply with laws or with orders or subpoenas of government agencies or courts;
If you give us written permission;
To other persons and entities in order to resolve disputes arising from your transactions; or
15. Service Fees and Additional Charges
Any applicable fees will be charged regardless of whether you use the Service during any billing cycle. You agree to pay such charges and authorize us to deduct the calculated amount from your Payment Account. Any other fees associated with your Payment Account will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.
VanguardAdvantage Bill payment service fees
Monthly fee $4.95 (Flagship clients—fee waived).
Insufficient funds fee: $20.
Stop payment fee: $15.
16. Failed or Returned Transactions; Overdraft Protection
In using the Service, you are requesting us to make payments for you from your Payment Account. If we are unable to complete a requested Billpay Transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the Billpay Transaction), the Billpay Transaction may not be completed. In some instances, you will receive a return notice from us. In such case, you agree that:
16.1 You will reimburse us immediately upon demand the Billpay Transaction amount indicated in the return notice;
16.2 For any amount not reimbursed to us within fifteen (15) days of the initial notification, you will pay us a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower; and
16.3 We are authorized to report the facts concerning the return to a credit-reporting agency.
If a Billpay Transaction results in an overdraft situation and you have established overdraft protection by means of a margin account, you may be required to deposit more money or securities in your Payment Account. If you are unable to do so, or if the Billpay Transaction exceeds your margin cash available, Vanguard Brokerage may be required to sell all or a portion of your pledged assets. You will also be subject to margin interest as disclosed in your margin agreement.
17. Representations and Amendments
You agree that we have the right to amend this Agreement at any time by sending notice of the amendment to you. An amendment shall be effective as of the date we establish. If we make any changes to this Agreement that will affect you adversely (by increasing costs or liability to you, or limiting access to your Payment Account), we will notify you prior to the change as required by law. The change will automatically become effective unless, prior to the effective date, you notify us of your intention to terminate your Service privileges. We reserve the right to make emergency changes for security reasons, without prior written notice to you. You understand that additional restrictions may apply to the Service and that additional documentation may be required by applicable law or our policies and procedures. You agree to promptly comply with any such restrictions and requests for additional documents. Further, we may, from time to time, revise or update the applications, services, and/or material related to the Service website, which may render all prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or materials related to the Service website and limit access to only the Service website's more recent revisions and updates.
18. Address or Payment Account Changes
It is your sole responsibility to ensure that the contact information maintained in your user profile on the Service website is current and accurate. This includes, but is not limited to, name, address, phone number(s) and e-mail address(es). Changes can be made either through the Service website or by contacting Vanguard Brokerage at 1-800-992-8327. Any changes in your Payment Account should also be made in accordance with the procedures outlined in the Service website’s Help area. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.
19. Service Termination, Cancellation, or Suspension
In the event you wish to cancel the Service, you may have the ability to do so through the Service website, or you may contact Vanguard Brokerage via one of the following:
Telephone us at 1-800-992-8327 Business Days from 8 a.m. to 8 p.m., Eastern time; or
Write to us at:
Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170
Any payment(s) we have already processed before the requested cancellation date will be completed by us. All Scheduled Payments including recurring payments will not be processed once the Service is cancelled. We may terminate or suspend service to you at any time. Neither termination nor suspension will affect your liability or obligations under this Agreement.
20. Payee limitation
We reserve the right to refuse to pay any Payee to whom you may direct a payment. We will notify you promptly if we decide to refuse to pay a Payee designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.
21. Returned payments
In using the Service, you understand that Payees and/or the United States Post Office may return payments to us for various reasons, including, but not limited to, Payee's forwarding address expired, Payee account number not valid, Payee is unable to locate account, or Payee account paid in full. We will use our best efforts to research and correct the returned payment and return it to your Payee, or void the payment and credit your Payment Account. You may receive notification from us in these events.
22. Information authorization
Your enrollment in the Service may not be fulfilled if we cannot verify your identity or other necessary information, or based upon a review of historical records relating to your Payment Account. In addition, you agree that we reserve the right to obtain financial information regarding your account from a Payee (for example, to resolve payment posting problems or for verification).
In the event of a dispute regarding the Service, you and Vanguard Brokerage agrees to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and us with regard to the Service, which supersedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of this Agreement, including, without limitation, your VanguardAdvantage Account Application and the Terms and Conditions of the Billpay Service website. Notwithstanding the foregoing, in the event of any conflict between this Agreement and the Vanguard Margin Account Agreement, the Margin Account Agreement will control as to matters covered by such agreement. If there is a conflict between what an employee of Vanguard Brokerage says and the terms of this Agreement, the terms of this Agreement will prevail.
24. Waiver, Assignment, and Notices
Neither our failure to insist at any time upon strict compliance with this Agreement or with any of the terms hereof nor any continued course of such conduct on our part shall constitute or be considered a waiver by us of any of our rights or privileges hereunder. Any assignment of your rights and obligations hereunder or your interest in any property held by or through Vanguard Brokerage without obtaining the prior written consent of an authorized representative of Vanguard Brokerage shall be null and void. Notices and other communications (including, without limitation, margin calls) delivered, faxed, sent by express delivery service, or mailed to the address provided by you shall, until Vanguard Brokerage has received notice in writing of a different address, be deemed to have been personally delivered to you.
The headings of the provisions hereof are for ease of reference only and will not affect the interpretation or application of this Agreement or in any way modify or qualify any of the rights or obligations provided for hereunder.
26. Governing law
This Agreement shall be governed by and construed in accordance with the laws Commonwealth of Pennsylvania, except that all Billpay Transactions shall be governed by and construed under the laws of the State of Delaware, without regard to principles of conflicts of law.