Common use of ACH Services Clause in Contracts

ACH Services. With respect to ACH Transactions on a Program, the Parties agree as follows: (a) The following terms have the meanings set forth in the NACHA Rules: Entry, Originating Depository Financial Institution (ODFI), Receiver, Single-Entry, and WEB Entry. (b) Client will, or will ensure Processor will, do the following: Employ a commercially reasonable fraudulent transaction detection system to screen each Entry, which must include account validation to the extent required by the Rules and subject to any applicable exemption. Use commercially reasonable procedures to verify that routing numbers are valid. (Currently, this requires using the latest version of the Federal Reserve Bank’s E-Payment Routing Directory list, but these standards may change from time to time.) Employ Bank-approved methods of authentication to verify the identity of the Receiver. For debit WEB Entries, obtain the Receiver’s written authorization prior to initiating the WEB Entry. Client will be able to provide Bank with a hard copy of the authorization if requested by Receiver to do so. Authorizations should include the following information: (a) express authorization language, (b) amount of transaction for a Single-Entry payment, for a recurring Entry that is for the same amount each interval, or for a range of payments, (c) the effective date of the transaction, (d) the Receiver’s account number, (e) the Receiver’s financial institution’s routing number, and (f) revocation language. Retain records of a Receiver’s authorization for [***] after the termination or revocation of the authorization. At the request of Bank, Client will provide Bank, within [***] of such request, documentation demonstrating proof of the Receiver’s authorization. (c) Bank agrees to provide ACH services and act as an ODFI or the purposes of submitting and processing Entries to affect the transfer of funds or payments contemplated by this Addendum. Bank will also prepare and submit quarterly or other reports as required by Mastercard, VISA, or any other Network. Upon request, Bank will provide Client with a code to access the Federal Reserve Bank’s E-Payment Routing Directory and the Federal Reserve Bank’s usage and implementation guide.

ACH Services. With respect As part of the Services, Company provides for the processing of ACH entries on behalf of Merchant to enable Merchant to receive payments from its customers (“ACH Transactions on a ProgramServices”). In connection with the ACH Services, Acquirer is the Parties agree as follows: (a) The following terms have the meanings set forth in the NACHA Rules: Entry, Originating Depository Financial Institution (ODFI), ) for electronic funds transfer debit and credit entries requested by Merchant through the ACH network. ▇▇▇▇▇▇▇▇ agrees to the following with respect to any ACH Services requested by ▇▇▇▇▇▇▇▇: (a) Merchant authorizes Company to instruct Acquirer to originate ACH entries on behalf of Merchant to the Receiver, Single-Entry, and WEB Entry’s account subject to the instructions provided by Merchant to Company. (b) Client will▇▇▇▇▇▇▇▇ agrees to abide by ▇▇▇▇▇ Rules. In addition, Company may provide Merchant its own standard operating and implementation guidelines for the Services with respect to specific Nacha Rules which will govern and apply to this Agreement as if set forth herein. Company can provide Merchant with excerpted provisions of the ACH Rules upon Merchantrequest. (c) Merchant will not request Company to instruct Acquirer to originate ACH entries that violate applicable law. (d) ▇▇▇▇▇▇▇▇ agrees that Merchant is only authorized to originate CCD (Corporate Credit or will ensure Processor willDebit Entry) entries and all ACH entries shall be for commercial purposes only; (e) Company shall establish from time-to-time maximum permitted return rates and communicate same to Merchant in writing. ▇▇▇▇▇▇▇▇ understands and agrees that in the event actual returned ACH transactions exceed such established return rates, do Company or the following: Employ a commercially reasonable fraudulent transaction detection system Acquirer may suspend the processing of any ACH transactions. (f) Prior to screen each Entrysubmitting an ACH entry to Company for processing, Merchant shall secure all authorizations and approvals from its Customer and deliver any notifications pertaining to that entry which must include account validation to the extent are required by the Nacha Rules and/or applicable laws and subject to any applicable exemptionregulations. Use commercially reasonable procedures to verify that routing numbers are valid. Merchant shall retain such consents and authorizations for two (Currently, this requires using the latest version of the Federal Reserve Bank’s E-Payment Routing Directory list, but these standards may change 2) years from time to time.) Employ Bank-approved methods of authentication to verify the identity of the Receiver. For debit WEB Entries, obtain the Receiver’s written authorization prior to initiating the WEB Entry. Client will be able to provide Bank with a hard copy of the authorization if requested by Receiver to do so. Authorizations should include the following information: (a) express authorization language, (b) amount of transaction for a Single-Entry payment, for a recurring Entry that is for the same amount each interval, or for a range of payments, (c) the effective date of the transaction, (d) the Receiver’s account number, (e) the Receiver’s financial institution’s routing number, and (f) revocation language. Retain records of a Receiver’s authorization for [***] after the termination or revocation of the authorization. At the request of Bank, Client will authorization and provide Bank, within [***] copies of such authorizations to Company and Acquirer upon reasonable request, documentation demonstrating proof . Merchant shall be responsible for the accuracy and propriety of the Receiver’s authorizationall ACH entries submitted to Company for processing. (cg) Bank agrees Merchant acknowledges that Company has specific processing deadlines imposed by the Acquirer. Files received by the deadline will be transmitted that day to provide ACH services and act as an ODFI or the purposes of submitting and processing Entries to affect the transfer of funds or payments contemplated by this Addendum. Bank will also prepare and submit quarterly or other reports as required by Mastercard, VISA, or any other Network. Upon request, Bank will provide Client with a code to access the Federal Reserve BankBank for settlement on the effective settlement date. Files received after the deadline will be processed the next Banking Day (as that term is defined in the Nacha Rules). (h) Merchant shall immediately reimburse Company for any returns or shortfalls related to any ACH transactions and shall authorize Company and Acquirer to initiate ACH debit transfers from its Merchant’s EDeposit Account or Reserve (if any) in the amount of any such returns or shortfalls. Company reserves the right to delay the availability of funds for deposit without prior written notice to Merchant if Company or Acquirer, in their sole discretion, deems itself at financial or other risk for any of the ACH Services performed under this Agreement. (i) If Merchant does not comply (or cure non-Payment Routing Directory compliance) with the Nacha Rules, Company or Acquirer may suspend the origination of ACH entries and/or terminate such ACH services; and (j) Company and Acquirer have the Federal Reserve Bankright to audit Merchant’s usage and implementation guidecompliance with the terms above.