Section 1. THE SERVICE.
These OneBillPay Service Terms (the “Service Terms”) set forth the terms under which Bank will establish, and Customer may use, electronic bill presentment and payment services and platform to allow Customer’s Payors (defined below) to pay amounts due to Customer as further described herein (the “Service”). The Service is also governed by the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement or the Operating Rules, as applicable. Any reference to the Agreement herein shall include these Service Terms.
Section 2. DEFINITIONS.
In addition to the defined terms in the Agreement, the following terms used in these Service Terms shall have the meanings given below:
“Card Association” means any of Visa, MasterCard, American Express, Discover or any other card association as may be specified by Bank from time to time.
“Convenience Fee” has the meaning as defined in the Operating Rules of the applicable Card Association.
“Customer Content” means the content provided by Customer to Bank hereunder, for incorporation into the Customer’s OBP Platform as amended from time to time, which may include Customer trademarks, privacy policies, and other content which the Customer intends to appear on the OBP Platform.
“Deliverables” means any item delivered or produced by Bank pursuant to the Operational Instructions, which may include, but are not limited to, the OBP Platform, tangible and intangible work product, content, data, databases, reports, designs, memoranda, lists, diagrams, schedules, analyses, procedures, Specifications, programs, computer systems, Documentation and like items, whether in hard copy or electronic media, incidental to, and containing or embodying the results of, the Service performed hereunder.
“Domain Names” shall have the meaning set forth in Section 3 below.
“Hosting Services” means the internet hosting services provided to Customer to establish and maintain the OBP Platform to perform the Service as described herein.
“OBP Platform” means the OneBillPay internet platform established and maintained by Bank or its Service Provider that Customer and its Payors may access for the invoicing of Payors by Customer and making payments by Payors to Customer.
“Payor” means those members of the public, whether individuals or entities, anywhere in the world who access an OBP Platform established for Customer.
“Project Manager” shall have the meaning set forth in Section 5 below.
“Specifications” means the detailed description of the features and/or functionality of the Deliverables, as more specifically described in the Operational Instructions.
Section 3. OBP PLATFORM SET-UP.
(a) OBP Platform. The parties shall mutually develop and agree upon detailed Specifications for the OBP Platform, including Customer conforming billing files to the format and data requirements of Bank, and any other related Deliverable. Bank or its Service Provider shall provide the Hosting Services for the Customer’s OBP Platform as set forth in the Operational Instructions. The OBP Platform shall be hosted under one or more unique URL established on behalf of and assigned to Customer during Customer’s use of the Service (the “Domain Names”). Bank shall not locate any other website, content, data, information or materials under such Domain Names other than as necessary to host the OBP Platform on behalf of Customer. Bank offers an IVR payment acceptance service, which service may be integrated into the OBP Platform, for the collection of payment instructions by Customer’s Clients. Bank may place a Bank credit and logo on each OBP Platform, in a font size, format and location to be reasonably agreed to by the parties. Customer will have the right of prior review and reasonable approval of the message regarding the link and content of the page where the link appears.
(b) OBP Platform Access. Bank shall allow or restrict access to the OBP Platform by access codes, IP authentication, or other Security Procedures as set forth in the Specifications or Operational instructions for the OBP Platform maintained for Customer. Bank shall, at Customer’s request, either grant or deny access to restricted portions of the OBP Platform to any Payor. Bank shall have the right, in its sole discretion, to suspend or terminate any Payor’s access to the OBP Platform if it reasonably believes that Bank or Customer may suffer Losses due to any actions taken by, or the breach of the obligations of, such Payor or anyone accessing an OBP Platform through such Payor’s account, and such suspension or termination shall not constitute a breach by Bank of any of its obligations under these Service Terms or the Agreement. Bank shall provide Customer with prompt notice of any such suspension or termination and a brief summary of the reasons therefor, unless such disclosure is prohibited by Applicable Laws or would, in Bank’s sole discretion, jeopardize an ongoing investigation.
(c) Modifications. If Customer wants to implement any modifications or revisions to the OBP Platform developed for Customer that deviate in any way from the Operational Instructions, the current OBP Platform, or to materially change the Customer Content initially provided, Customer shall submit to Bank a written modification request detailing such revisions. Bank will respond to the modification request within a reasonable time period and will inform Customer of Bank’s decision, implementation timeline and whether any additional costs are required for the modification.
Section 4. CUSTOMER’S RESPONSIBILITIES; RESTRICTIONS.
Customer or its Vendor shall deliver the Customer Content to Bank as required to implement the Service and establish the OBP Platform. Customer shall respond to questions and requests for information from Bank in a timely fashion so as to implement the OBP Platform and enable the performance of the Service. Customer acknowledges that Bank is relying on Customer providing such information and that the Service may be delayed or aspects of the OBP Platform incorrect if the Customer does not timely and accurately deliver the requested information. The OBP Platform and OBP Platform shall be considered Software and subject to terms and restrictions in the General Provisions. Such restrictions are not intended to prohibit Customer or the Payors from using the OBP Platform consistent with this Agreement, to, for example, download or print copies of transactions performed using the OBP Platforms as permitted by its functionality.
Section 5. PROJECT MANAGERS.
Each party shall designate in writing to the other party a “Project Manager” for implementation of the Service, and shall notify the other party in writing of any subsequent personnel changes. Project Managers shall have responsibility for managing each party’s performance of its obligations. Each party will have the right to rely upon the actions and instructions of the other party’s Project Manager.
Section 6. BILL FILE AND PAYMENT FILE FORMATS; TYPES.
Once the Service is implemented and the OBP Platform active, Customer may transmit Payor information and billing files to Bank in the format required by Bank and as notified to Customer. Bank shall have the right to reject any files that are not properly formatted and Bank has no responsibility for any failure or delay in processing files from Customer that are not properly formatted. Billing files can be uploaded to the OBP Platform using the Channel offered by Bank from time to time, including File Delivery, using the applicable Security Procedures. Payors must be registered and enrolled on the OBP Platform by Customer in order to receive invoices from, and make payments to, Customer using the OBP Platform. Customer is solely responsible for the information submitted for each Payor and each billing file. A Payor will then be permitted to submit a payment authorization on the OBP Platform using the payment types available through the Service and implemented by Customer, which are currently ACH and debit and credit cards, as may be amended by Bank from time to time.
(a) Automated Clearing House (ACH) Payments. Customer must be enrolled in the Bank’s ACH Origination Service and payments made by ACH will be subject to the ACH Origination Service Terms and corresponding Operational Instructions (the “ACH Service Terms”). Customer must also be enrolled in the Bank’s Account Validation Service in order to comply with the Operating Rules. Customer hereby remakes the representations and warranties set forth in the ACH Service Terms each time a Payor’s authorization is submitted using the OBP Platform, which shall be deemed Customer’s Payment Order, and ACH Entries originated in response to Customer’s Instructions.
(b) Debit and Credit Card Payments. Payments may be made by Payors using a debit card or credit card will be subject to the terms of the applicable card processing agreements between Customer and its third party processor and any corresponding Operational Instructions, as applicable. A Payor’s authorization received through the OBP Platform shall be deemed a proper authorization from the Payor for Bank to process a debit or credit card transaction on behalf of Customer.
Section 7. TRANSMISSION AND PROCESSING OF PAYOR’S PAYMENT AUTHORIZATION.
Once a Payor’s payment authorization is received on the OBP Platform, Bank will translate the information into the appropriate format for the Bank’s applicable payment processing system (currently either ACH, debt card or credit card), and transmit the payment authorization data to the payment processing system. Bank or its Service Provider then executes Payor’s payment Instructions on the date set forth for each payment in the payment file, subject to the authorization from the Payor being received and processed prior to the applicable Cutoff Time. Customer acknowledges that the payment Instructions submitted by Payors are subject to rejection and return based upon, and are otherwise subject to, the Operating Rules of the applicable payment network, including validation of the Payor’s account information for ACH transactions. Bank will credit Customer’s Account for the payments made by Payors only following receipt of such amounts from the applicable payment network and subject to the Bank’s Funds Availability Policy. Bank shall not be liable for honoring or acting upon the payment authorizations and Instructions received from Customer’s Payors through the OBP Platform, and Customer expressly agrees to indemnify and to hold Bank harmless for any Losses arising out of honoring or acting upon any payment authorizations and Instructions received, including but not limited to instructions that are received with inaccurate or missing information.
Section 8. CONVENIENCE FEES.
Customer may, with the agreement of Bank, be permitted to charge a Convenience Fee to its Clients for payments made through the OBP Platform. If Customer elects to charge, and Bank implements, a Convenience Fee, Customer represents, warrants and covenants that: a) Customer’s Client-facing terms and conditions, which will appear on the OBP Platform; b) Customer will disclose the Convenience Fee to its Clients prior to completing the transaction so they have the opportunity to cancel the transaction; and c) Customer will comply with all applicable Operating Rules as well as any Applicable Laws related to charging Convenience Fees. In order to charge the Convenience Fee, Customer must enter into a separate agreement with a third party Vendor, pursuant to which the Vendor will assess the Convenience Fee through the OBP Platform. Customer acknowledges and agrees that Bank is not party to the Customer’s agreement with the Vendor and shall not be responsible for providing the services associated with assessing the Convenience Fee. Bank does not recommend the use of Convenience Fees and Customer bears all responsibility and liability for the decision to charge a Convenience Fee, the amount or how it appears on the OBP Platform and compliance with the Operating Rules, including applicable card association rules restricting, limiting or prohibiting Convenience Fees, and Bank shall be held harmless by Customer and its Vendor and have no liability or responsibility for permitting Customer to charge a Convenience Fee.
Section 9. REPRESENTATIONS AND WARRANTIES.
In addition to the representations and warranties set forth in the Agreement, Customer hereby represents, warrants and covenants to Bank as follows:
(a) The Customer has obtained any and all required consents and authorizations (including, but not limited to, consents and authorizations from any Payor) necessary to enter into, use the Service and obtain payment from each Payor.
(c) If Customer uses the OBP Platform as a service tool to accept payments from its Payors, Customer will have the proper controls to manage User access and passwords and authenticate Payor instructions and that Customer accepts full liability for all payments originated by its employees and any claims by a Payor that a transaction was not authorized.
(d) Customer shall comply with the Operating Rules as required to use the Service and reaffirms its obligation under the ACH Service Terms to comply with rules and other Operating Rules.
Section 10. INDEMNIFICATION.
(a) In addition to Customer’s indemnification obligations under the Agreement, Customer shall indemnify, defend and hold harmless Bank and its officers, directors, employees, and agents against any and all Losses suffered or incurred by Bank to the extent that they arise out of or are related to: (i) any claim that the Customer Content infringes or violates the intellectual property rights of a third party; (ii) a breach of any representation or warranty made hereunder to Bank by Customer; and (iii) any Losses incurred by Bank, including any fines, penalties or other amounts assessed against Bank, for Customer’s violation of the Operating Rules.