Terms and Conditions

Integrated Payables

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THE SERVICE

The Integrated Payables Service provides Customer the ability to streamline and automate payables processes by transmitting to Bank a single file of payment instructions for multiple payment types through the File Delivery channel. The payment types offered by Bank through the Integrated Payables Service are Account Transfer, ACH, Wire Transfer, Check Print, and Virtual Card services. Customer can choose to enroll in any or all payment types, and must complete the applicable Operational Instructions.

The following payment types are available through the Integrated Payables Service.  Accordingly, to the extent Customer utilizes such services, additional terms and conditions will apply, as follows:

ACCOUNT TRANSFERS

Please refer to the Account Transfer section of the Agreement and corresponding Operational Instructions for the processing rules and guidelines associated with that service.

AUTOMATED CLEARING HOUSE (ACH) PAYMENT

Please refer to the Automated Clearing House section of the Agreement and corresponding Operational Instructions for the processing rules and guidelines associated with that service.

WIRE TRANSFER SERVICES

Please refer to the Wire Transfer Service section of the Agreement and corresponding Operational Instructions for the processing rules and guidelines associated with that service.

VIRTUAL CARD PAYMENT SERVICES

Please refer to the applicable Commercial Card agreements and corresponding Operational Instructions for the processing rules and guidelines associated with that service.

CHECK PRINT

The Check Print Service enables Customer to outsource their check and remittance advice printing and mailing. Through the Check Print Service, Customer can make a check payment and/or send a remittance advice. The entry can be an order to Bank from Customer to make a check payment to customer’s payee. It can also be a remittance advice identifying the detail needed to perform cash application within the payee's accounts receivable system. The check payment, remittance advice or, check payment with remittance advice can go from Bank to Customer to payee or, through a third party agent to payee.

Customer shall provide Bank with a file containing instructions for processing and mailing. Each entry in the file will contain mailing instructions and an effective date that determines the payment date. The effective date must be within 15 days from the processing date or, not to exceed 15 days in the past from the processing date. If an entry is received with an effective date in the future, but within the permitted timeline, it will be printed with the effective date. If an entry is received with an effective date in the past, but within the permitted timeline, it will be printed with the current date. Entries received outside of the permitted timeline will be rejected and not processed. Bank will print accepted entries, and distribute the items based on the instructions outlined in the File and Operational Instructions.

Bank recommends that Customer enrolls in the Positive Pay Service in conjunction with the Check Print Service. With the Positive Pay Service, Customer must open a new Demand Deposit Account and complete the Positive Pay Operational Instructions. Bank will create the Check Issue File (as defined in the Positive Pay Services section of this Agreement) in accordance with each successfully processed entry made through the Check Print Service. Bank will transmit the file to the Positive Pay system for processing. Please refer to the Positive Pay Services section of this Agreement and the applicable Operational Instructions for complete processing rules and guidelines.

The following provisions apply to all payment types:

PAYMENT FILE FORMATS

Customer can only transmit payment files to Bank in the format agreed upon by Bank and Customer. Bank supports ASC X12 820 (EDI820), XML ISO 20022 and CSV payment file formats for processing.

TRANSMISSION OF PAYMENT FILES BY CUSTOMER

User(s) shall initiate the debit or credit entries, as designated in the applicable Operational Instructions, hereunder on behalf of and selected by Customer. Bank shall be entitled to deem any person having knowledge of any security procedure and required to initiate entries under this Agreement, to be a User. User(s) shall transmit entries to Bank in computer readable form in compliance with the formatting and other requirements specified by Bank. entries shall be transmitted to Bank no later than the time and the number of days prior to the Effective entry Date specified in the Processing Schedule, as outlined in the applicable Operational Instructions. The “Effective Date” with respect to any entries shall be the Business Day when such entry is debited or credited in accordance with instructions of Customer. entries received after the established processing deadline shall (i): be deemed to have been received on the next Business Day for processing; or (ii) be rejected and return to Customer. Please refer to the processing timelines outlined under the Operational Instructions for each payment type. 

PROCESSING, TRANSMITTAL, AND CONFIRMATION ACKNOWLEDGEMENTS BY BANK

Customer shall transmit a payment file to Bank in compliance with the applicable Operational Instructions. Upon receipt of the payment file, Bank shall validate the file. If the payment file passes validation, Bank will translate the file into the appropriate format for the bank’s applicable payment processing system, and transmit the data from the files to the payment processing system.

Payment file instructions received by Bank shall be deemed to be received from Customer for processing. Bank shall not be liable for honoring or acting upon the received payment instructions, and Customer expressly agrees to indemnify and to hold Bank harmless for any claim or loss arising out of honoring or acting upon any instructions received, including but not limited to instructions that are received with inaccurate or missing information.

REJECTION OF PAYMENT ENTRIES

Customer agrees that Bank will use commercially reasonable efforts to advise Customer if a submitted payment entry is rejected. Bank shall have no liability to Customer for rejection of a payment Entry that failed to meet the processing guidelines as indicated in the applicable payment type section of this Agreement, and shall not be liable to pay interest to Customer.

CANCELLATION OR AMENDMENT BY CUSTOMER

Customer shall have no right to cancel or amend any entry after it is received by Bank. However, Bank may, at its option, accept a cancellation or amendment by Customer. If Bank accepts a cancellation or amendment of an entry, Customer must comply with the security procedures outlined in the applicable Operational Instructions. If Bank accepts a cancellation or amendment of an entry, Customer hereby agrees to indemnify, defend all claims and, hold Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees incurred by Bank as the result of its acceptance of the cancellation or amendment. For complete cancellation/amendment processing guidelines, please refer to the applicable Operational Instructions for each payment type.

REVERSALS OF PAYMENT ENTRIES

(a) General Procedure: Upon proper and timely request by Customer, as outlined in the applicable Operational Instructions, Bank will use commercially reasonable efforts to effect a reversal of a payment entry or file. Please refer to the applicable Operational Instructions for payment reversal guidelines.

(b) No Liability: Reimbursement to Bank. Under no circumstances shall Bank be liable to Customer for interest or related losses if the requested reversal of an entry or file is not effected. Customer shall reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Customer's request for reversal of an entry or file.

ERROR DETECTION

Bank has no obligation to discover, and shall not be liable to Customer for errors made by Customer, including but not limited to: errors made in identifying the Receiver, an Intermediary or RDFI; errors in the amount of an Entry; or errors in Settlement Dates. Bank shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Customer.

In the event that Customer makes an error or issues a duplicate entry or file, Customer shall indemnify, defend all claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees incurred by Bank as result of the error or issuance of duplicate entries or files. Please refer to the applicable payment type section herein for the processing guidelines for error detection.