Common use of ACH Origination Clause in Contracts

ACH Origination. A. The Service will enable Company by using the Service Site to enter the Payroll Information and to approve and submit it to Provider for creation, formatting and transmission of Entries in accordance with the Rules (as defined below). Provider may reject any Payroll Information or Entry which does not comply with the requirements in this Agreement or the Rules or with respect to which Company’s Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Provider will make a reasonable effort to notify Company promptly so that Company may correct such Payroll Information or request that the Provider correct the Entry and resubmit it. A notice of rejection will be effective when given. Provider will have no liability to Company by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Provider’s failure to provide notice. If Company requests that Provider repair an Entry on Company’s behalf, Provider may endeavor to do so; provided, however, that Provider will not be liable for its failure to make any requested repair. B. Company will have no right to cancel or amend any Payroll Information received by Provider after it has been approved by Company’s Payroll Approver and submitted to Provider. However, if Company’s request complies with the security procedure, Provider may use reasonable efforts to act on it prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. Company will reimburse Provider for any expenses, losses or damages Provider may incur in effecting or attempting to effect Company’s request. C. Except for Entries created from Payroll Information that have been reapproved and resubmitted by Company in accordance with the requirements of this Agreement, Provider will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Provider complied with the terms of this Agreement with respect to the original Entry. D. Provider will process the Payroll Information and Entries in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by Company and received by Provider no later than Company’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Provider receives approved Payroll Information after Company’s cut-off time, Provider will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Provider will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Provider which is on a business day on which the ACH is open for business. E. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Provider is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement, as both are varied by this Agreement and the other Contract Documents (as defined below), and as both are amended from time to time (the “Rules”). Company agrees that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. F. Any credit Provider gives to Company is provisional until Provider receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Provider does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person. G. At Company’s request, Provider will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Company’s request. Company agrees to reimburse Provider for any expenses incurred in attempting to honor such request. H. Company expressly acknowledges that Provider does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). Company represents and warrants that (i) the direct funding for the Entries originated by Provider on behalf of Company does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) Company will not instruct Provider to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) Company will not engage in any act or omission that causes or results in Provider creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Provider may, in its sole discretion, temporarily or permanently suspend providing the Service to Company, without liability, if Provider has reason to believe that Company has breached any of foregoing representations and warranties in this paragraph. Company shall indemnify and hold harmless Provider from any losses incurred by Provider in connection with Company’s breach of the foregoing representations and warranties in this paragraph. I. Company acknowledges that it is the originator of each Entry and that under the Rules, Provider makes certain warranties with respect to each Entry. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Provider unless the breach resulted solely from Provider’s own gross negligence or intentional misconduct. J. Company acknowledges that under the Rules, Provider indemnifies certain persons. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Provider’s own gross negligence or intentional misconduct.

ACH Origination. A. The Service will enable Company by using the Service Site Internet to enter the Payroll Information and to approve and submit it to Provider for creation, formatting and transmission of Entries in accordance with the Rules (as defined below). Provider may reject any Payroll Information or Entry created therefrom which does not comply with the requirements in this Agreement or the Rules or with respect to which Company’s Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Provider will make a reasonable effort to notify Company promptly so that Company may correct such Payroll Information or request that the Provider correct the Entry and resubmit it. A notice of rejection will be effective when given. Provider will have no liability to Company by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Provider’s failure to provide notice. If Company requests that Provider repair an Entry on Company’s behalf, behalf and Provider may endeavor endeavors to do so; provided, however, that Provider will not be liable for its failure to make any the requested repairr epair. B. Company will have no right to cancel or amend any Payroll Information received by Provider after it has been approved by Company’s Payroll Approver and submitted to Provider. However, if Company’s request complies with the security procedure, Provider Pr ovider may use reasonable efforts to act on it prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. Company will reimburse Provider for any expenses, losses or damages Provider may incur in effecting or attempting to effect Company’s request. C. Except for Entries created from Payroll Information that have has been reapproved and resubmitted by Company in accordance with the requirements of this Agreement, Provider will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Provider complied with the terms of this Agreement with respect to the original Entry. D. Provider will process the Payroll Information and Entries created therefrom in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by Company and received by Provider no later than Company’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Provider receives approved Payroll Information after Company’s cut-off time, Provider will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Provider will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Provider which is on a business day on which the ACH is open for business. E. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Provider is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement, as both are varied by this Agreement and the other Contract Documents (as defined below), and as both are amended from time to time (the “Rules”). Company agrees that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. Company acknowledges ackn owledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. F. Any credit Provider gives to Company is provisional until Provider receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Provider does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person. G. At Company’s request, Provider will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Company’s request. Company agrees to reimburse Provider for any expenses incurred in attempting to honor such request. H. Company expressly acknowledges that Provider does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). Company represents and warrants that (i) the direct funding for the Entries originated by Provider on behalf of Company does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) Company will not instruct Provider to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) Company will not engage in any act or omission that causes or results in Provider creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Provider may, in its sole discretion, temporarily or permanently suspend providing the Service to Company, without liability, if Provider has reason to believe that Company has breached any of foregoing representations and warranties in this paragraph. Company shall indemnify and hold harmless Provider from any losses incurred by Provider in connection with Company’s breach of the foregoing representations and warranties in this paragraph. I. Company acknowledges that it is the originator of each Entry and that under the Rules, Provider makes certain warranties with respect to each Entry. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Provider unless the breach resulted solely from Provider’s own gross negligence or intentional misconduct. J. I. Company acknowledges that under the Rules, Provider indemnifies certain persons. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Provider’s own gross negligence or intentional misconduct.

ACH Origination. A. LTS has established a payroll processing arrangement with a third party Processor to provide services for the provision of electronic direct deposit services and the initiation of electronic signals for paperless entries for certain payroll services through an Automated Clearing house ("ACH"), an Agreement of which is attached herewith. The Service will enable Company by using the Service Site Internet to enter the Payroll Information and to approve and submit it to Provider LTS for creation, formatting and transmission of Entries in accordance with the Rules (as defined below). Provider LTS may reject any Payroll Information or Entry created there from which does not comply with the requirements in this Agreement or the Rules or with respect to which Company’s 's Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Provider LTS will make a reasonable effort to notify Company promptly by telephone, facsimile or electronic communication, so that Company may correct such Payroll Information or request that the Provider correct the Entry and LTS resubmit it. A notice of rejection will be effective when given. Provider LTS will have no liability to Company by reason of the rejection of any Payroll Information or Entry, or by virtue of the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Provider’s LTS' failure to provide notice. If Company requests that Provider repair an Entry on Company’s behalf, Provider may endeavor to do so; provided, however, that Provider will not be liable for its failure to make any requested repair. B. Company will have no right to cancel or amend any Payroll Information received by Provider LTS after it has been approved by Company’s 's Payroll Approver and submitted to ProviderLTS. However, if Company’s 's request complies with the security procedure, Provider LTS may use reasonable efforts to act on it prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. Company will reimburse Provider LTS for any expenses, losses or damages Provider LTS may incur in effecting or attempting to effect Company’s 's request. C. Except for Entries created from Payroll Information that have been reapproved pre-approved and resubmitted by Company in accordance with the requirements requirement of this Agreement, Provider LTS will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Provider LTS complied with the terms of this Agreement with respect to the original Entry. D. Provider LTS will process the Payroll Information and Entries created therefrom in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by Company and received by Provider LTS no later than Company’s 's applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Provider receives approved Payroll Information after Company’s cut-off time, Provider LTS will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Provider LTS will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Provider LTS which is on a business day on which the ACH is open for business. E. F. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Provider LTS is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement, as both are varied by this Agreement and the other Contract Documents (as defined below), and as both are amended from time to time (the “"Rules”"). Company agrees that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. F. Any credit Provider gives to Company is provisional until Provider receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Provider does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person. G. At Company’s request, Provider will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Company’s request. Company agrees to reimburse Provider for any expenses incurred in attempting to honor such request. H. Company expressly acknowledges that Provider does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). Company represents and warrants that (i) the direct funding for the Entries originated by Provider on behalf of Company does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) Company will not instruct Provider to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) Company will not engage in any act or omission that causes or results in Provider creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Provider may, in its sole discretion, temporarily or permanently suspend providing the Service to Company, without liability, if Provider has reason to believe that Company has breached any of foregoing representations and warranties in this paragraph. Company shall indemnify and hold harmless Provider from any losses incurred by Provider in connection with Company’s breach of the foregoing representations and warranties in this paragraph. I. Company acknowledges that it is the originator of each Entry and that under the Rules, Provider makes certain warranties with respect to each Entry. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Provider unless the breach resulted solely from Provider’s own gross negligence or intentional misconduct. J. Company acknowledges that under the Rules, Provider indemnifies certain persons. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Provider’s own gross negligence or intentional misconduct.

ACH Origination. A. The Service Platform will enable Company by using the Service Site User to enter the Payroll Entry Information and to approve and submit it to Provider for creation, formatting formatting, and transmission of Entries in accordance with the Rules (as defined below)NACHA Rules. Provider may reject any Payroll Entry Information or Entry which does not comply with the requirements in this Agreement or the Rules Payroll Agreement, NACHA Rules, or with respect to which Company’s the Bank Account does not contain sufficient available funds to pay for the Entry. If any Payroll Entry Information or Entry is rejected, Provider will make a reasonable effort to notify Company User promptly so that Company User may correct such Payroll Entry Information or request that the Provider correct the Entry and resubmit it. A notice of rejection of Entry Information or an Entry (each, a “Rejection Notice”) will be effective when givengiven and may be delivered through any means, including via email or through User’s Account. Provider will have no liability to Company by reason of User for (i) the rejection of any Payroll Entry Information or EntryEntry or any Claims directly or indirectly arising therefrom; or (ii) any delay in providing, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Provider’s failure to provide noticeprovide, User with a Rejection Notice, or any Claims arising directly or indirectly therefrom. If Company User requests that Provider repair an correct any Entry Information or Entries on CompanyUser’s behalf, Provider may endeavor attempt to do so; provided, however, that Provider will is not be liable for its failure obligated to make any requested repair. B. Company will have no right correction, and Provider is not liable for any Claims or other consequences that may directly or indirectly result from Provider’s attempt to correct, or failure to correct, such Entry Information or Entries. After the Entry Information has been approved by an Authorized User and submitted to Provider for the purposes of initiating a payroll-related transaction (such action, to “Submit,” and Entry Information that has been submitted in the foregoing manner, “Submitted Entry Information”) and received by Provider, User may not be able to cancel or amend any Payroll Information received by such Submitted Entry Information. Provider after it has been approved by Company’s Payroll Approver and submitted to Provider. However, if Company’s request complies with the security procedure, Provider may will use reasonable efforts to act on any cancellation or amendment requests it receives from an Authorized User prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. Company User will reimburse Provider for any expenses, losses losses, fines, penalties, or damages Provider may incur in effecting or attempting to effect Company’s such a request. C. . Except for Entries created from Payroll Entry Information that have has been reapproved re-approved and resubmitted re-Submitted by Company an Authorized User in accordance with the requirements of this the Payroll Agreement, Provider will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Provider complied with the terms of this the Payroll Agreement with respect to the original Entry. D. Provider will process the Payroll Information and Entries in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by Company and received by Provider no later than Company’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Provider receives approved Payroll Information after Company’s cut-off time, Provider will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Provider will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Provider which is on a business day on which the ACH is open for business. E. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Provider is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement, as both are varied by this Agreement and the other Contract Documents (as defined below), and as both are amended from time to time (the “Rules”). Company agrees that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. F. Any credit Provider gives to Company is provisional until Provider receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Provider does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person. G. At Company’s request, Provider will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Company’s request. Company agrees to reimburse Provider for any expenses incurred in attempting to honor such request. H. Company expressly acknowledges that Provider does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). Company represents and warrants that (i) the direct funding for the Entries originated by Provider on behalf of Company does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) Company will not instruct Provider to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) Company will not engage in any act or omission that causes or results in Provider creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Provider may, in its sole discretion, temporarily or permanently suspend providing the Service to Company, without liability, if Provider has reason to believe that Company has breached any of foregoing representations and warranties in this paragraph. Company shall indemnify and hold harmless Provider from any losses incurred by Provider in connection with Company’s breach of the foregoing representations and warranties in this paragraph. I. Company acknowledges that it is the originator of each Entry and that under the Rules, Provider makes certain warranties with respect to each Entry. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Provider unless the breach resulted solely from Provider’s own gross negligence or intentional misconduct. J. Company acknowledges that under the Rules, Provider indemnifies certain persons. Company agrees to reimburse Provider for any loss Provider incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Provider’s own gross negligence or intentional misconduct.