Text · page 26 of 48
Read the whole document on one page (all 48 pages, each with its own heading)
This document was a scan. Its text was produced by character recognition and may contain errors; check the original for exact wording.
Paya-EFT Services: Merchant Rights and Responsibilities A. These aro the terms and conditions (“T&Cs”) referenced in the merchant agreement application (“Application”), These T&Cs, together with the Application, form the agreement (“Agreement’) between Paya EFT, Inc. (“Paya-EFT”) and the merchant who submitted the executed Application (“MERCHANT”). MERCHANT desires to use the services pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association (the “Ruiles”), and Paya-EFT is willing to provide the services subject to the terms and conditions set forth in this Agreement, B, Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules, The term “Entries” shall have the meaning provided in the Rules and shall also mean the data, which is transmitted by the MERCHANT to Paya-EFT to prepare such Entries for processing. AGREEMENT 1, MERCHANT’S AUTHORITY, MERCHANT specifically warrants to Paya-EFT that MERCHANT has taken all necessary legal action and has authority to enter into this Agreement with Paya- EFT. It further warrants that the person(s) signing for and on behalf of MERCHANT is specifically authorized and directed to do so by MERCHANT, MERCHANT acknowledges that this Agreement constitutes the legal, valid and binding obligation of MERCHANT, enforceable in accordance with its terms. The attached Schedules for the POS Conversion, QSP, Check 21+ Remote Check Deposit, Checks-By-Phone, Checks-By-Web, ACH Debit, Checks-By-Phone, and Paper Guarantee services are hereby incorporated into these T&C’s to the extent Merchant selects such services in the Application. These T&Cs are only applicable to the Paper Guarantee services to the oxtent set forthin Sections 24-43 and the Paper Guarantee Schedule attached hereto. 2, MERCHANT’s PUBLIC DISCLOSURE RESPONSIBILITIES, Paya-EFT shall provide signage to be displayed at the point of purchase (POP) or payment collection site, which informs customers of the applicable (i) MERCHANT'S use of Paya-EFT Electronic Check Processing Service; or (ii) electronic debit for the amount of any state allowable NSF or recovery fee as stated in Section 3 of the Check 21+ Remote Check Deposit Addendum, MERCHANT agrees to display these materials in the best visible and unhindered location so as to inform the public of, if applicable, such electronic debit entry o that MERCHANT will honor electronic chéck and ACH piocessing services (as applicable) provided by Paya-EFT. From time.to time, Paya-EFT may disseminate (i) changes to miles governing the Services; and (ii) educational and promotional matetials ts MERCHANT for MERCHANT to distribute to custéniérs, MERCHANT further agrees to immediately (i) remove and properly dispose of Paya-EFT’s stéle promotional materials and to display the most current materials upon réceipt of such from Pays-EFT; and (Hi) comply with such rule changes. MERCHANT will discontinue the use ofall of Paya-EPT’s promotional materials and properly remove said materials upon receipt of written notification of suspension or termination of this Agreement, In the event Merchants’ account is reinstated by Paya-EFT after suspension, MERCHANT shall ‘Yedisplay appropriate mnaterials ‘upon receipt of ‘Virittont verification ofresumption of service by Paya-EFT, 3, RESTRICTIONS ON USE OF PROMOTIONAL MATERIALS AND REPRESENTATIONS CONCERNING Paya-EFT’s SERVICES, MERCHANT shall make no tisé of Paya-EFT’s promotional materials, marks, or software, other than as set forth in paragraph 3 above, without Paya-EFT’S prior written consent. In no way shall the MERCHANT indicate that Paya-EFT’s services are an endorsement of the MERCHANT, its business or its business practices. In the eyent of temnination, MERCHANT immediately shall properly discard all software related to Paya- EET services at MERCHANT'S expense. 4... SURCHARGES AND TAXES: MERCHANT shall not impose any ‘illegal surcharge ori any rocéssed ACH, Remote Check Deposit (Check 21 Plus) processed check, or electronically processed check transaction. MERCHANT ‘shall collect all required taxes at timeof sale: All required taxes niust be includéd in the total transaction amount at the time stich is submitted for aitthorization by Paya-EFT and mist bo reflected it the face amount of the check or ACH Debit (if applicable), In any event, MERCHANT shall not collect any required taxes separately in cash, or otherwise. MERCHANT is responsible for paying all taxes collected to the appropriate authorities in'a timely manner, 5, . USE OF EQUIPMENT, MERCHANT. agrees to utilize only equipment and software (including payment gateways) approved by Paya-EF'T for the electronic jprocessing af checks and ACH Debits and in a format and medium of transmission acceptable to Paya-EFT.- -. . ” . 6. NETTING OF TRANSACTIONS, MERCHANT acknowledges that all transactions between Paya- EFT aiid MERCHANT under single transaction for purposes of daily settlement between MERCHANT and Paya-EFT, The Settlement period varies depending ‘on the Service. Chatgebacks may be deducted ‘front inet settlement or may be debited from MERCHANT's account if no pending credits are available tooffset the chargeback.” “7, ~ PAYMENT; MERCHANT acknowledges that this Agreement provides for the provisional settlement of MERCHANT'S transactions, subject to certain terms and aéaditions, ies, eredit transactions, contingent claims for chargebacks, adjustments aud final settlement including but not limited to those enumerated herein: All payments to MERCHANT for legititnate and authorized transactions shall be inde by Paya-EFT through the ACH and shall nortnally be ‘electronically transmitted directly to MERCHANT'S designated account. However, Paya-EFT cannol guarantee - the timeliness with which any payment may be credited by MERCHANT'S bank: MERCHANT understands that due to the nature of the ACH and the electronic networks involved and : the fact that not all banks beloiig to au ACI, -payrnent to MERCHANT can be delayed, In such cases, MERCHANT agrees to work with, Paya-EET to help resolve any problems in crediting *, MERCHANT'S dosigtiatéd account, tai the event that. payment isi rejected by MERCHANT'S bank or fails to airive within seven (7) banking days froit the date of settlement dé to problems beyond Paya-EFT’S control, Paya-EFT may periodically wire transfer all funds duo, MERCHANT until the problem is corrected, at MERCHANT'S EXPENSE, All payments t. MERCHANT shall be made after first deducting therefrom any discount fee, transaction fee, credit, chargeback, reserve or other fee or charge for which MERCHANT is responsible pursuant to this Agreement. Said chaiges and fees shall be deducted from incoming transactions ‘or may be debited against MERCHANT'S designated Accotunt at Paya-EFT’s sole disoretion, without any furthér notice or demand, - 8. AUTHORIZATION TO ACCESS MERCHANT’s ACCOUNT, MERCHANT hereby authorizes Paya-EFT to initiate debit and oredit entries to, MERCHANT'S designated account, MERCHANT’s authorization shall continue in effect for at least 120 days after termination of this Agreement, or for a longer period as determined necéssary by Paya-EFT in the exercise of its sole discretion in order to properly terminate business, Unless a reserve or delay is placed on the MERCHANT’S account, Paya-EFT ‘will gerierally transmit settlement ts MERCHANT’s bank within’? business days. In oagés where MERCHANT ‘has been approved by Paya-EFT in advance to initiate credit entries, the debitto MERCHANT's account wilt be initiated first and the credit to the customer may be held until MERCHANT's debit clears, generally-within 6 banking days or for a longer poriod as determined necessary by Paya-EET to insure the funds hive cleared MERCHANT's account. With respect to the Services, (i) settlement shal! consist ofa 7 banking day net settlement unless ‘approved ini advance by Paya-EFT ‘in writing settlement shall-consist of a ‘7 banking day net settlement unless approved in advance by Paya-EFT in writing; and (ii) No MERCHANT or customer is authotized to initiate a customer credit Entry, except where the Entry is the regult ofa reversal of a previous WEB, debit Entry.’ Returns récéived after a transaction has been settled may be offset and deducted from cutrent outstanding funds due to MERCHANT, or retums inay be charged back to MERCHANT's account at Payer!EF’s disérétion, MERCHANT specifically authorizes Paya-EFT to debit MERCHANT's account via Automated Cleating House (ACH) transfer for any previously funded trarisaction that is returned, and MERCHANT warrants to Paya-EFT that MERCHANT will maintain a sufficient balance to cover returi entries and to promptly notify Paya-EFT of any changes to MERCHANT's accounts. In addition, Paya-EFT may require additional monetary sums for the reserve account from MERCHANT, and Paya-EET reserves the right to hold additional monies 43 necessary to reduce any risk associated with the daily processing of checks, as requisted ‘by MERCHANT. In te event of processing termination, Paya- EFT miay hold outstanding fuads due to MERCHANT for up to one-hundred-twenfy (120) days from thie transaction dato if Paya-EFT determines that the retum history. reasonably justifies the holding of fimds, Paya-EFT may hold back certain amounts where Paya-EFT is investigating a tansaction for breach of warranty or transactional requirements by MERCHANT or for other reasons, Paya-EFT shall monitor MERCHANT’s traysactional activity and MERCHANT agrees that Paya-EFT may delay funds for a reasonable period to investigate account activity, Paya-EFT will attempt to notify MERCHANT of any investigation, but Paya-EFT ghall have no liability to MERCHANT or any other party, for any such actions taken by Paya-EFT. MERCHANT agrees that Paya-EF'T may bold, setoff or retain funds to protect against amounts owed Paya-EFT or based on MERCHANT’s transaction history and/or MERCHANTS’ financial condition. Paya-EFT will not be liable for any dishonor of any item as a result of actions taken hereunder. Any account is subject to review, verification, audit and acceptance by Paya-BFT. Payee ~EFT may return any item to MERCHANT for correction or proper processing. 9, RETURNS AND CREDITS. MERCHANT shall maintain a fair policy permitting refunds, exchanges, returns and adjustments, During the term of this Agreement, MERCHANT shall be responsible for making all cash, check, or ACH Debit refunds to customer after a transaction has been batched out for settlement, Unless MERCHANT has been approved by Paya-EFT in advance to initiato credit entries for a lesser amount than the original check, electronic check, or ACH Debit entry, MERCHANT must initiate a oredit receipt for the same amount as the original check or debit entry fo effect voids, which occur the same day as the day of authorization and prior to batching out. As applicable, MERCHANT must use the POP equipment, approved Paya-EFT software, oc ACH Debit Software to transmit the credit, MERCHANT shall obtain proper written’ authorization from the Customer whose name is used in the transaction or printed on the face of the check or the customer’s authorized representative prior to crediting Customer’s account. Except for Checks-By-Web, the customer or its authorized representative shall sign the completed credit receipt and a copy of the credit receipt shall be delivered to the customer at the time of each cancellation of a transaction. Each void, debit, and credit entry shall constitute a separate transaction for which a processing fee will apply. If it becomes necessary for a reversal of a transaction to be iititiated, MERCHANT shall request in writing to Paya-EFT to initiate such reversal. MERCHANT shall give Paya-EFT enough information to create such reversal. A foe ofno more than twenty-five dollars for each transaction reversal may be charged by Paya-EFT. 10. WARRANTIES BY MERCHANT, MERCHANT warrants and agrees to fully comply with all federal, state, and local laws, rules and regulations, as amended from time to time, including those with respect to consumer protection. MERCHANT also warrants not to change the nature of its business as indicated on the Application attached hereto and submitied herewith or to modify the ownership of the business without the prior written consent of Paya-EFT. With each transaction presented to Paya-EFT by MERCHANT for authorization, MERCHANT specifically warrants and represents that: (a) each customer has authorized the debiting or crediting of its checking account, that each debit or credit is for an amount agreed to by the customer; (b) each debit or credit entry was authorized by the person named on the checking account or the authorized representative or agent of such person; (c) the sales receipt or other proof of purchase is valid in form and has been completed in accordance with all applicable laws and all of the provisions set forth in this Agreement; (d} the total amount of each sales receipt or other proof of purchase evidences ail goods and services purchased in a single transaction (No splitting check transactions to multiple checks as applicable); (2) MERCHANT has delivered the goods or completed the services identified in the authorized sales receipt; (£} each sates draft and check represents a bona fide direct sales transaction between the MERCHANT and the person presenting the check or ACH Debit of 11. REVOS152023 Page age 44 of 4143-1053-4164.4 37048-2 PLEASE NOTE: The complete Merchant Agreement includes these Terms and Conditions and the Application on three (3) additional pages.