Payment Services Terms and Conditions

v.20200205

These Payment Services Terms and Conditions (“Payment Terms”) amend and supplement the Master Services Agreement agreed upon between the parties, including any Product Order thereto or amendments or modifications thereof (the “Agreement”), solely in connection with Customer’s use of ServiceChannel’s Payment Manager service. Capitalized terms used but not otherwise defined herein have the meaning set forth in the Agreement.

In consideration of the mutual covenants and promises set forth herein, the legal sufficiency of which is hereby acknowledged, the parties hereby agree to amend and supplement the Agreement as follows.

Additional Terms Applicable to Payments Implementation, Payment Manager and EarlyPay.

1 Account Payable Posting and Approval.  Certain Service Contractors may participate in Payments Implementation, Payment Manager or EarlyPay.  If Customer uses any of these Services, these Payment Terms will apply thereto.  Participating Service Contractors may post to the Services information about fees or other amounts due for services or materials provided to Customer (including whether or not a Service Contractor offers a discount for early payment and the terms thereof) (“Account Payable Data”), which ServiceChannel will then make available for Customer’s review using the Services.  As promptly as possible following ServiceChannel making the applicable Account Payable Data so available, Customer will use the Services to notify ServiceChannel whether Customer, in good faith using its reasonable judgment, approves or rejects the amounts specified for the applicable services or materials to which the Account Payable Data relates (an “Account Payable”).  Customer hereby authorizes ServiceChannel to originate transfers on behalf of Customer to the applicable Account Payable. Customer represents and warrants that each approval granted by Customer using the Services (i) is duly authorized by and legally binding upon Customer, and (ii) does not violate the laws of the United States.  ServiceChannel will remit payment for any approved Account Payable to the applicable Service Contractor in accordance with these Payment Terms.  If an Account Payable is rejected, Customer will provide an explanation of the disputed Account Payable Data at the time it notifies ServiceChannel of the rejection using the Services.  ServiceChannel will then transmit the rejection and provide Customer’s explanation to the applicable Service Contractor.  Customer agrees to dispute any applicable Accounts Payable reasonably and in good faith and to cooperate diligently to resolve the dispute as promptly as possible directly with the Service Contractor.  ServiceChannel has no obligation to make any payment or take any other action with respect to any rejected Account Payable until the applicable dispute is resolved.  In connection with the implementation of Payments Implementation, Payment Manager or EarlyPay, Service Channel will work with Service Contractors to obtain necessary bank account information. 

2  Payment Manager and EarlyPay Transactions.  After Customer approves an Account Payable, either (a) if Customer has pre-authorized ServiceChannel with Customer’s financial institution, ServiceChannel will directly withdraw from an account designated by Customer, (b) Customer will issue electronic funds transfer (“EFT”) or automated clearinghouse (“ACH”) instructions or (c) if Customer provides ServiceChannel valid credit card information, ServiceChannel will charge such credit card, for the payment of the full amount of the applicable approved Account Payable pursuant to an applicable Product Order Form (the “Funds”) to a ServiceChannel designated bank account.  No later than two (2) business days after Funds are received in the ServiceChannel designated bank account, ServiceChannel will remit the Funds to the applicable Service Contractor(s).  Customer will use the Services to promptly provide to ServiceChannel and keep updated any and all customer payment account information and other information requested by or on behalf of ServiceChannel or required to enable ServiceChannel, its agents or subcontractors to issue valid instructions for payment of approved Accounts Payable to the applicable Service Contractors. 

3  Additional Terms Applicable to EarlyPay.  Service Contractors who participate in EarlyPay may agree to offer discounts to Customer in exchange for early payment from Customer, as indicated to Customer through the Service.  Subject to the terms and conditions of this Agreement, if ServiceChannel receives Funds from Customer in accordance with Section A.2 above at least two (2) business days prior to the date on which an applicable EarlyPay discount (if any) expires (as indicated through the Services), the applicable approved Accounts Payable may be subject to a discount in accordance with the terms set forth in these Payment Terms and an applicable Product Order Form.  Customer and ServiceChannel will share any EarlyPay discount offered by a Service Contractor as follows:   ServiceChannel will retain up to and including 1% of all discounts and Customer shall receive any discounts in excess of 1%.  Customer’s share of any EarlyPay discount will not apply to Funds that ServiceChannel does not receive or is not able to pay within the foregoing timeframes for any reason whatsoever, regardless of cause or fault, but ServiceChannel will still be entitled to its share of any such EarlyPay discount.  In the event that Customer applies a discount to the Funds but that discount is not available, ServiceChannel will notify Customer through the Services and will remit all Funds to the applicable Service Contractor. 

4  Termination, Errors and EarlyPay Discount Disputes.  In addition to any of the other remedies available to ServiceChannel under the Agreement or applicable law, ServiceChannel may terminate Customer’s right to use Payments Implementation, Payment Manager or EarlyPay immediately upon written notice if ServiceChannel becomes aware that Customer’s use thereof constitutes (or is likely to constitute) a breach of Customer’s obligations under the Agreement or otherwise violates (or is likely to violate) any applicable law, rule or regulation, including, without limitation the NACHA Operating Rules, as may be amended.  In the event that any payment instructions contain errors or payments are made erroneously, including a payment to an incorrect payee or in an incorrect amount, or any dispute regarding Payments Implementation Payment Manager, or an EarlyPay discount arises, ServiceChannel will use reasonable commercial efforts to work with the Service Contractor to resolve the error, but if ServiceChannel is not able to do so, then ServiceChannel and Customer agree to cooperate reasonably and in good faith to correct such error or reach a mutually acceptable resolution of such dispute as promptly as possible.

5  Customer Responsibilities.  ServiceChannel is in no way responsible for (a) content or information made available to Customer through the Services (or otherwise) that is provided by third parties, including Service Contractors, (b) any obligations of Customer to pay any fees or other amounts to any third parties, including Service Contractors, or (c) any obligations of Customer under applicable laws or regulations, including, without limitation the NACHA Operating Rules, as may be amended, relating to record keeping, reporting (including tax reporting) or disclosure to any governmental entity or agency or any other third party, including Service Contractors (including without limitation, the issuance of federal 1099 forms).  Customer will be responsible for its employees, agents and subcontractors’ compliance with these Payment Terms and will ensure that such employees, agents and subcontractors have sufficient rights to authorize any payments or withdrawal, EFT or ACH authorizations hereunder.

6 Third Party Payment Processor. ServiceChannel uses a third party service provider (“Payment Processor”) for payment services. By participating in Payments Implementation or Payment Manager, you agree to be bound by such Payment Processor’s (i) User Terms and Privacy Policy, and, solely to the extent required to complete your transactions using such Payment Processor’s services, (ii) hereby consent and authorize ServiceChannel and the Payment Processor to share any information and payment instructions you provide to ServiceChannel with each other and with any third party service provider(s). As of the Effective Date, ServiceChannel uses Adyen as its Payment Processor. Adyen’s User Terms are located at: https://www.adyen.com/platform/terms-and-conditions, and its Privacy Policy is located at https://www.adyen.com/policies-and-disclaimer/privacy-policy. ServiceChannel may update its Payment Processor upon written notice to Customer.

Customer should review the Payment Processor’s User Terms, which govern Customer’s disputes with the Payment Processor, and describes the remedies available. Among other things, in no event shall the Payment Processor be liable to Customer for any actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise (collectively, “Losses”), of any kind whatsoever, arising out or relating to their respective use of, or inability to use, the Payment Services, regardless of the legal theory under which such Losses are sought. IN THE EVENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY REASON, THEN THE PAYMENT PROCESSOR’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY CLAIM (OR SERIES OF RELATED CLAIMS), BY CUSTOMER ARISING FROM OR RELATING TO THE PAYMENT SERVICES SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE ASSETS OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE PAYMENT CLAIM.

7  Audit. ServiceChannel reserves the right to perform a full audit of the Customer to ensure compliance with the Agreement and NACHA Operating Rules, as may be amended.

8 Survival.Customer’s obligations hereunder shall survive and remain in full force and effect notwithstanding the termination or expiration of the Agreement, any default thereunder or under any agreement between ServiceChannel and any third party or any failure or interruption of the Services.

9  Scope of Payment Terms.  The Agreement remains unchanged and in full force and effect except as expressly amended hereby.  In the event of any conflict between these Payment Terms and the terms of the Agreement, the terms set forth in these Payment Terms will prevail.