ATTENTION!!! Clicking on the Submit Button Means You Have Read and Agreed to All the Terms Listed in
this Agreement. The terms and conditions set forth below are herby made part of this agreement.
AUTHORIZATION. As a duly authorized representative for the Company named above, I authorize the account above to be debited
and/or credited by Banking Technologies Corporation and their agents according to the Terms and Conditions
for Electronic Funds Transfer Services. I further authorize Banking
Technologies Corporation and their agents to process Electronic Funds Transfers as a Third Party Originator through the account above. This authorization is also applicable to any new account information provided by me at some future time.
TERMS AND
CONDITIONS. I agree to be bound by the Terms and Conditions for Electronic Funds Transfer Services as stated on the pages that follow,
upon execution by an authorized representative of Banking Technologies Corporation.
CHANGE OF
INFORMATION. In order to allow proper processing time, I agree to provide new Financial Institution information to Banking Technologies Corporation at least 15 days
prior to closing or changing the account shown above.
CANCELLATION. This agreement is effective from the date of first use, if accepted by Banking Technologies Corporation, and shall remain in effective for an initial period of one year and shall automatically renew itself
for an additional one year period thereafter. Such renewal may be canceled by either party’s written
notice of cancellation not less than 30 days prior to the expiration of the original term or any extensions thereof.
INVESTIGATIVE
CONSUMER REPORT. An investigative or
Consumer Report may be made in connection with application. Applicant(s) authorize Banking Technologies
Corporation or any credit bureau or any credit reporting agency employed by Banking Technologies Corporation or any agents of Banking Technologies Corporation to investigate the
references given or any other statements or data obtained from Company, or any of the above principles, for the purpose of this application.
DEFINITIONS. You, the Client(s), (“Originator(s)”) named on page one, would like Banking Technologies Corporation® and its authorized agents hereinafter referred to as Processor, to provide you Automated
Clearing House (“ACH”) services as a Third Party Processor of ACH transactions. These transactions
will be placed through your financial institution, who will be acting as the Originating Depository Financial Institution (“ODFI”). We will debit money (“Debit Entry”) for purposes of collecting Automatic Payments from the accounts of
your customers (“Receivers”) and/or credit money (“Credit Entry”) for the purpose of paying the Originator’s accounts payable in accordance
with the terms of this Agreement, the Operating Rules (“Rules”) of the National Automated Clearing House Association (“NACHA”), and the
applicable Federal Regulations (“Regulations”) governing ACH transactions. The terms of this
Agreement do not limit your obligation to comply with the Rules. “Entry” or “Entries” shall mean
either a Credit Entry or a Debit Entry.
To provide
ACH services according to the Rules and Regulations, Processor and you agree as follows:
CLIENT
RESPONSIBILITIES
AUTHORIZATION. You will obtain written authorization from Receivers prior to debiting and/or crediting their account. You will maintain copies of the authorizations as necessary to resolve disputes. You
must maintain the authorization or copies for a minimum period of two years.
SUBMITTING
ENTRIES. Check Conversion - Client
will, through the use of a check reader and POS terminal, create a Debit record that will be transmit to Processor’s Host Processing System.
REPRESENTATIONS. You represent and warrant with respect to all Entries we originate for you that (1) each Receiver has authorized the
debiting and/or crediting of its account, (2) each Entry is for an amount agreed by the Receiver, and (3) each Entry is in all other respects
properly authorized. You agree to indemnify us for any losses, liabilities, costs or expenses we suffer
or incur as a result of any breach of these representations or warranties.
IDENTIFYING NUMBERS. You understand that we may rely solely on identifying numbers provided by you to determine the bank and account of a Receiver even
if the numbers identify a bank or account holder different from the one you identified by name. You will
indemnify us for any losses, liabilities, costs or expenses we suffer or incur as a result of an incorrect account or other identification.
REGULATORY
COMPLIANCE. Client bears the final responsibility to ensure that Client’s policies and procedures meet the requirements of the Rules and
Regulations. Processor is very concerned that there be no problems with compliance. Client is encouraged
to consult Client’s counsel regarding compliance of authorization and payment procedures whenever there is any doubt about compliance.
NOTICE OF
ERRONEOUS OR UNAUTHORIZED TRANSFERS. You agree to regularly and promptly review all entries and other communication sent to you and
to immediately notify Processor if you discover any discrepancy between your records and those provided by
Processor. The ODFI or your bank, or with respect to any transfer that you believe was not authorized by you.
If you fail to notify Processor within 14 calendar days after the date the Processor mails or provides a statement of account or other report of activity to you, you will be
responsible for all losses or other costs associated with any erroneous or unauthorized transfer.
PROCESSOR’S
RESPONSIBILITIES
ACCEPTING
TRANSACTIONS. Check Conversion - Processor will accept entries via the check reader/terminal hardware
on a 24 hour basis. We are only responsible for processing Entries that have arrived at our premises in
a proper format and on a timely basis. Processor will advise you of any applicable cut-off time.
You do not have the right to cancel or amend an entry after submission to the ACH.
ORIGINATING
TRANSACTIONS. Processor will use the
information provided by you to originate your Entries to the ACH. You understand that we may reject your Entries for any reason permitted or required in the Rules or Regulations. You also understand that your Entry may be rejected by us or its origination may be delayed if the Entry would cause us to violate
any Federal Reserve or other regulatory risk control program or any other law or regulation. At your
request, we will make reasonable efforts to reverse or delete an Entry, but we will have no responsibility for the failure of ourselves or any other
person or entity to comply with your request. All requests MUST
be made in writing and faxed, delivered or mailed to Banking Technologies Corporation.
RETURNED ENTRIES
AND NOC’S.
Processor will apply returned entries to your account when they are received.
Check Conversion
- Processor Will then create and make available to you a report containing the
detailed information about the return entries. If you request that the returned item be retransmitted, Processor may do so in accordance with the Rules. You agree to
pay any cost associated with the retransmission.
SETTLEMENTS AND
FINALITY. Your Account will be credited according to the normal schedule as established by the Automated Clearing House (ACH). Credits will be made available to you within 24-48 hours, depending on the policy of your bank.
If any Debit Entry is returned to us, we will debit the Account for the amount of the returned item plus fees and costs incurred by Processor.
REPORTS. Check Conversion - The Originator can, through the check Conversion hardware, obtain the
number of transactions processed and the dollar amount. Processor
will provide to the Client monthly transaction reports and NSF reports as required by Client.
LIMITS OF
LIABILITY. We will be responsible for our performance of the ACH services as a Third Party Processor in accordance with the terms of
this Agreement, and the Rules and Regulations. We cannot, however, accept responsibility for errors,
acts or failures to act of others, Including, and among other entities, banks, communications carriers or clearing houses through which Entries may
be originated or we receive or transmit information, and no such entity shall be deemed our agent. We,
of course, also cannot be responsible for any loss, liability or delay caused by fires, earthquakes,
wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communication networks, legal constraints or
other events beyond our control.
OTHER TERMS AND
CONDITIONS PRICING AND PAYMENT. We
will notify you in writing of, and you agree to pay promptly, the fees we establish from time to time for ACH services. Your current rate is on the processing agreement for each transaction. There
is a monthly service fee with is stated on the reverse hereof. There are no additional fees for data
storage. You agree that we may obtain payment for these fees and any other amounts due us under this
Agreement by debiting your Account.
CONFIDENTIALITY. Each party represents, warrants and mutually agrees that all information concerning the other party which comes into its
possession during the term of the Agreement shall be maintained as confidential and shall not be used or divulged to any other party except as
necessary to permit the activities contemplated under this Agreement or as required by law. Processor may advise
potential users of the services that Processor has a relationship with Client.
GOVERNING LAW. This Agreement is governed by , and shall be construed under, the law of the State of Texas, without regard for the
principles and conflicts of law.
ARBITRATION. Any dispute between us shall be submitted to binding arbitration, to be conducted pursuant to the rules of the American
Arbitration Association. Any award may include an award for attorneys fees and costs.
AGREEMENT
MODIFICATION, TERM AND CANCELLATION. We
will notify you in writing before we modify this Agreement. Your use of the ACH services after any such
modification will evidence your acceptance of the modifications. We or you may terminate this agreement
at any time by written notice. Any termination will not affect your or our rights or obligations
arising before the termination.
DAMAGE WAIVER. We will not be liable to you and you will not be liable to us for any special, consequential, indirect or punitive damages,
whether or not (1) any claim for these damages is based on tort or contract or (2) we or you knew or
should have known the likelihood of these damages in any situation. We make no representations or warranties other than those expressly made in this Agreement.
ENTIRE AGREEMENT. This Agreement makes up the entire agreement between you and us concerning our ACH services.
If any provision of this Agreement is deemed unenforceable, the remaining provisions will still be enforceable. There are no third party beneficiaries of this Agreement. The word “you” in this
Agreement means each Client named on the Banking Technologies Corporation
Processing Agreement hereof and/or all such clients, as the contract requires. If there is more
than one client named on the reverse hereof, the person signing the Agreement for all of you has the power to bind each of you.