Certain Responsibilities of Company as Servicer. (a) In addition to its other obligations set forth elsewhere in this Agreement, the parties agree that, subject to the terms and conditions of this Agreement, Company shall service the Program, and Company’s obligation to provide such servicing shall include, without limitation, the following activities, which shall be performed, in all material respects, as provided in this Agreement and in accordance with Applicable Law and Network Rules, the Risk Management Policies, Collections Policies, and Compliance Practices, and the Service Level Standards, and, to the extent not modified by the terms of this Agreement (including the Applicable Law provisions hereof), such activities shall include all servicing activities provided for the benefit of Target National Bank as of the Effective Date and shall be performed with no less care and diligence than the degree of care and diligence employed by Company and its Affiliates prior to the Effective Date: (i) process Credit Card Applications in accordance with the Risk Management Policies; (ii) provide adverse action notices with respect to declined Credit Card Applications; (iii) produce and distribute new, replacement and reissued physical Credit Cards; (iv) process and authorize Transactions; (v) prepare, process and mail Billing Statements (including any messages to be printed on Billing Statements), Inserts, the Program Privacy Notice, change in terms notices, and other communications to Cardholders; (vi) (A) process and maintain a record of opt-outs pursuant to the Program Privacy Notice, as well as Cardholder do-not-call, email unsubscribe, and similar requests, in each case to the extent required by Applicable Law and to any further extent that the parties may mutually agree; (B) make such opt-out and contact management records available to Bank; and (C) cooperate with Bank in honoring such opt-outs and contact management requests in a manner compliant with Applicable Law; (vii) process payments on Accounts and handle collection and recovery efforts with respect to Accounts, including, solely to the extent consented to by Bank, selling Accounts that have been written off, in each case in accordance with the Collections Policies and the instructions of or approvals by Bank; (viii) maintain a data processing system for processing Credit Card Applications and servicing Accounts; (ix) provide Account management services in accordance with the Risk Management Policies and Collections Policies, including identifying delinquencies, identifying collection efforts required, implementing collection efforts, and implementing credit-line adjustments, over limit authorizations and Account reactivation, deactivation or cancellation; (x) maintain call centers (which Company agrees will not block inbound calls except in order to prevent harassment of Company representatives by an individual Cardholder) and perform Cardholder Service functions, including telephone, e-mail and online Cardholder Service support and granting and processing adjustments, waivers and reversals in accordance with the Cardholder Service practices; (xi) conduct monitoring and testing of all operational functions in accordance with the Compliance Practices; (xii) track and resolve Cardholder complaints related to the Program to the extent required by Applicable Law and as provided by the Cardholder Service practices; report to Bank on a regular periodic basis in accordance with the Compliance Practices regarding material complaints and complaint resolution results; and provide such information regarding particular complaints as Bank may reasonably request from time to time; (xiii) conduct employee training for regulatory compliance and ensure completion in accordance with the Compliance Practices; (xiv) facilitate an annual risk assessment and ongoing third party oversight by Bank to evaluate effectiveness of Company’s compliance program efforts and remediation of any deficiencies; (xv) process credit balance refunds; (xvi) perform security functions to reduce fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applications; (xvii) implement anti-money laundering and Office of Foreign Assets Control compliance procedures; (xviii) in the event of any disaster affecting the geographic location in which any Cardholders reside, take, in consultation with Bank, such actions Company as servicer reasonably deems necessary to accommodate and assist affected Cardholders, which may include practices such as waiving finance charges and fees and freezing Accounts; (xix) undertake required credit bureau reporting; (xx) maintain a formal third party vendor management program that details selection, contracting and management procedures for material outsourcing relationships and complies with Applicable Law, provide such information to Bank derived from such vendor management program (and such other information as may be reasonably requested by Bank) as shall permit Bank to assess the performance of Program-related operations by Company’s vendors in furtherance of Bank’s vendor oversight obligations relating to the Program in accordance with the requirements of Applicable Law, and otherwise provide reasonable assistance to Bank in its efforts to perform such obligations; in the event that it is determined that (a) any Company vendor is failing to perform its services as required pursuant to its agreements for the benefit of the Program and such failure to perform is likely to have a material impact on the Program-related operations being provided by the Company or (b) the actions or omissions of any Company vendor with respect to the Program are in violation of any requirements of Applicable Law, then Company shall keep Bank reasonably informed with respect to such matters and shall exercise its contractual rights (including termination rights with respect to such vendor) as necessary to remediate such issues; (xxi) conduct sanction screening on Applicants and Cardholders and, in the event that any Applicant or Cardholder appears on the List of Specially Designated Nationals and Blocked Person maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, immediately notify Bank and cooperate with Bank in taking appropriate action under Applicable Law; (xxii) file suspicious activity reports as required by Applicable Law within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such suspicious activity report within the required timeframe; (xxiii) file currency transaction reports as required by Applicable Law with respect to any cash transaction involving more than ten thousand dollars ($10,000) within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such currency transaction report within the required timeframe; (xxiv) provide Bank data and reports in accordance with Section 4.11; and maintain required data feeds, databases, and systems contemplated by this Agreement to be maintained by Company; and (xxv) in connection with the foregoing, implement such changes to features or operations of the Program administered by Company as servicer as determined pursuant to Section 3.5 or otherwise under this Agreement, and any changes to such features or operations as may be mutually agreed upon by the parties in writing. (b) Company shall maintain adequate levels of appropriately experienced staff (including with respect to compliance, legal matters (including outside law firm support), quality assurance, audit and collections, as needed to carry out its obligations as servicer under this Agreement.
Appears in 2 contracts
Samples: Credit Card Program Agreement (Target Corp), Credit Card Program Agreement
Certain Responsibilities of Company as Servicer. (a) In addition to its other obligations set forth elsewhere in this Agreement, the parties agree that, subject to the terms and conditions of this Agreement, Company shall service the Program, and Company’s obligation to provide such servicing shall include, without limitation, the following activities, which shall be performed, in all material respects, as provided in this Agreement and in accordance with Applicable Law and Network Rules, the Risk Management Policies, Collections Policies, and Compliance Practices, and the Service Level Standards, and, to the extent not modified by the terms of this Agreement (including the Applicable Law provisions hereof), such activities shall include all servicing activities provided for the benefit of Target National Bank as of the Effective Date and shall be performed with no less care and diligence than the degree of care and diligence employed by Company and its Affiliates prior to the Effective Date:
(i) process Credit Card Applications in accordance with the Risk Management Policies;
(ii) provide adverse action notices with respect to declined Credit Card Applications;
(iii) produce and distribute new, replacement and reissued physical Credit Cards;
(iv) process and authorize Transactions;
(v) prepare, process and mail Billing Statements (including any messages to be printed on Billing Statements), Inserts, the Program Privacy Notice, change in terms notices, and other communications to Cardholders;
(vi) (A) process and maintain a record of opt-outs pursuant to the Program Privacy Notice, as well as Cardholder do-not-call, email unsubscribe, and similar requests, in each case to the extent required by Applicable Law and to any further extent that the parties may mutually agree; (B) make such opt-out and contact management records available to Bank; and (C) cooperate with Bank in honoring such opt-outs and contact management requests in a manner compliant with Applicable Law;
(vii) process payments on Accounts and handle collection and recovery efforts with respect to Accounts, including, solely to the extent consented to by Bank, selling Accounts that have been written off, in each case in accordance with the Collections Policies and the instructions of or approvals by Bank;
(viii) maintain a data processing system for processing Credit Card Applications and servicing Accounts;
(ix) provide Account management services in accordance with the Risk Management Policies and Collections Policies, including identifying delinquencies, identifying collection efforts required, implementing collection efforts, and implementing credit-line adjustments, over limit authorizations and Account reactivation, deactivation or cancellation;
(x) maintain call centers (which Company agrees will not block inbound calls except in order to prevent harassment of Company representatives by an individual Cardholder) [*] and perform Cardholder Service functions, including telephone, e-mail and online Cardholder Service support and granting and processing adjustments, waivers and reversals in accordance with the Cardholder Service practices;
(xi) conduct monitoring and testing of all operational functions in accordance with the Compliance Practices;
(xii) track and resolve Cardholder complaints related to the Program to the extent required by Applicable Law and as provided by the Cardholder Service practices; report to Bank on a regular periodic basis in accordance with the Compliance Practices regarding material complaints and complaint resolution results; and provide such information regarding particular complaints as Bank may reasonably request from time to time;
(xiii) conduct employee training for regulatory compliance and ensure completion in accordance with the Compliance Practices;
(xiv) facilitate an annual risk assessment and ongoing third party oversight by Bank to evaluate effectiveness of Company’s compliance program efforts and remediation of any deficiencies;
(xv) process credit balance refunds;
(xvi) perform security functions to reduce fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applications;
(xvii) implement anti-money laundering and Office of Foreign Assets Control compliance procedures;
(xviii) in the event of any disaster affecting the geographic location in which any Cardholders reside, take, in consultation with Bank, such actions Company as servicer reasonably deems necessary to accommodate and assist affected Cardholders, which may include practices such as waiving finance charges and fees and freezing Accounts;
(xix) undertake required credit bureau reporting;
(xx) maintain a formal third party vendor management program that details selection, contracting and management procedures for material outsourcing relationships and complies with Applicable Law, provide such information to Bank derived from such vendor management program (and such other information as may be reasonably requested by Bank) as shall permit Bank to assess the performance of Program-related operations by Company’s vendors in furtherance of Bank’s vendor oversight obligations relating to the Program in accordance with the requirements of Applicable Law, and otherwise provide reasonable assistance to Bank in its efforts to perform such obligations; in the event that it is determined that (a) any Company vendor is failing to perform its services as required pursuant to its agreements for the benefit of the Program and such failure to perform is likely to have a material impact on the Program-related operations being provided by the Company or (b) the actions or omissions of any Company vendor with respect to the Program are in violation of any requirements of Applicable Law, then Company shall keep Bank reasonably informed with respect to such matters and shall exercise its contractual rights (including termination rights with respect to such vendor) as necessary to remediate such issues;
(xxi) conduct sanction screening on Applicants and Cardholders and, in the event that any Applicant or Cardholder appears on the List of Specially Designated Nationals and Blocked Person maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, immediately notify Bank and cooperate with Bank in taking appropriate action under Applicable Law;
(xxii) file suspicious activity reports as required by Applicable Law within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such suspicious activity report within the required timeframe;
(xxiii) file currency transaction reports as required by Applicable Law with respect to any cash transaction involving more than ten thousand dollars ($10,000) within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such currency transaction report within the required timeframe;
(xxiv) provide Bank data and reports in accordance with Section 4.11; and maintain required data feeds, databases, and systems contemplated by this Agreement to be maintained by Company; and
(xxv) in connection with the foregoing, implement such changes to features or operations of the Program administered by Company as servicer as determined pursuant to Section 3.5 or otherwise under this Agreement, and any changes to such features or operations as may be mutually agreed upon by the parties in writing.
(b) Company shall maintain adequate levels of appropriately experienced staff (including with respect to compliance, legal matters (including outside law firm support), quality assurance, audit and collections, as needed to carry out its obligations as servicer under this Agreement.
Appears in 1 contract
Certain Responsibilities of Company as Servicer. (a) In addition to its other obligations set forth elsewhere in this Agreement, the parties agree that, subject to the terms and conditions of this Agreement, Company shall service the Program, and Company’s obligation to provide such servicing shall include, without limitation, the following activities, which shall be performed, in all material respects, as provided in this Agreement and in accordance with Applicable Law and Network Rules, the Risk Management Policies, Collections Policies, and Compliance Practices, and the Service Level Standards, and, to the extent not modified by the terms of this Agreement (including the Applicable Law provisions hereof), such activities shall include all servicing activities provided for the benefit of Target National Bank as of the Effective Date and shall be performed with no less care and diligence than the degree of care and diligence employed by Company and its Affiliates prior to the Effective Date:
(i) process Credit Card Applications in accordance with the Risk Management Policies;
(ii) provide adverse action notices with respect to declined Credit Card Applications;
(iii) produce and distribute new, replacement and reissued physical Credit Cards;
(iv) process and authorize Transactions;; [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission.
(v) prepare, process and mail Billing Statements (including any messages to be printed on Billing Statements), Inserts, the Program Privacy Notice, change in terms notices, and other communications to Cardholders;
(vi) (A) process and maintain a record of opt-outs pursuant to the Program Privacy Notice, as well as Cardholder do-not-call, email unsubscribe, and similar requests, in each case to the extent required by Applicable Law and to any further extent that the parties may mutually agree; (B) make such opt-out and contact management records available to Bank; and (C) cooperate with Bank in honoring such opt-outs and contact management requests in a manner compliant with Applicable Law;
(vii) process payments on Accounts and handle collection and recovery efforts with respect to Accounts, including, solely to the extent consented to by Bank, selling Accounts that have been written off, in each case in accordance with the Collections Policies and the instructions of or approvals by Bank;
(viii) maintain a data processing system for processing Credit Card Applications and servicing Accounts;
(ix) provide Account management services in accordance with the Risk Management Policies and Collections Policies, including identifying delinquencies, identifying collection efforts required, implementing collection efforts, and implementing credit-line adjustments, over limit authorizations and Account reactivation, deactivation or cancellation;
(x) maintain call centers (which Company agrees will not block inbound calls except in order to prevent harassment of Company representatives by an individual Cardholder) [*] and perform Cardholder Service functions, including telephone, e-mail and online Cardholder Service support and granting and processing adjustments, waivers and reversals in accordance with the Cardholder Service practices;
(xi) conduct monitoring and testing of all operational functions in accordance with the Compliance Practices;
(xii) track and resolve Cardholder complaints related to the Program to the extent required by Applicable Law and as provided by the Cardholder Service practices; report to Bank on a regular periodic basis in accordance with the Compliance Practices regarding material complaints and complaint resolution results; and provide such information regarding particular complaints as Bank may reasonably request from time to time;
(xiii) conduct employee training for regulatory compliance and ensure completion in accordance with the Compliance Practices;
(xiv) facilitate an annual risk assessment and ongoing third party oversight by Bank to evaluate effectiveness of Company’s compliance program efforts and remediation of any deficiencies;
(xv) process credit balance refunds;; [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission.
(xvi) perform security functions to reduce fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applications;
(xvii) implement anti-money laundering and Office of Foreign Assets Control compliance procedures;
(xviii) in the event of any disaster affecting the geographic location in which any Cardholders reside, take, in consultation with Bank, such actions Company as servicer reasonably deems necessary to accommodate and assist affected Cardholders, which may include practices such as waiving finance charges and fees and freezing Accounts;
(xix) undertake required credit bureau reporting;
(xx) maintain a formal third party vendor management program that details selection, contracting and management procedures for material outsourcing relationships and complies with Applicable Law, provide such information to Bank derived from such vendor management program (and such other information as may be reasonably requested by Bank) as shall permit Bank to assess the performance of Program-related operations by Company’s vendors in furtherance of Bank’s vendor oversight obligations relating to the Program in accordance with the requirements of Applicable Law, and otherwise provide reasonable assistance to Bank in its efforts to perform such obligations; in the event that it is determined that (a) any Company vendor is failing to perform its services as required pursuant to its agreements for the benefit of the Program and such failure to perform is likely to have a material impact on the Program-related operations being provided by the Company or (b) the actions or omissions of any Company vendor with respect to the Program are in violation of any requirements of Applicable Law, then Company shall keep Bank reasonably informed with respect to such matters and shall exercise its contractual rights (including termination rights with respect to such vendor) as necessary to remediate such issues;
(xxi) conduct sanction screening on Applicants and Cardholders and, in the event that any Applicant or Cardholder appears on the List of Specially Designated Nationals and Blocked Person maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, immediately notify Bank and cooperate with Bank in taking appropriate action under Applicable Law;
(xxii) file suspicious activity reports as required by Applicable Law within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such suspicious activity report within the required timeframe;
(xxiii) file currency transaction reports as required by Applicable Law with respect to any cash transaction involving more than ten thousand dollars ($10,000) within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such currency transaction report within the required timeframe;; [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission.
(xxiv) provide Bank data and reports in accordance with Section 4.11; and maintain required data feeds, databases, and systems contemplated by this Agreement to be maintained by Company; and
(xxv) in connection with the foregoing, implement such changes to features or operations of the Program administered by Company as servicer as determined pursuant to Section 3.5 or otherwise under this Agreement, and any changes to such features or operations as may be mutually agreed upon by the parties in writing.
(b) Company shall maintain adequate levels of appropriately experienced staff (including with respect to compliance, legal matters (including outside law firm support), quality assurance, audit and collections, as needed to carry out its obligations as servicer under this Agreement.
Appears in 1 contract
Samples: Credit Card Program Agreement
Certain Responsibilities of Company as Servicer. (a) In addition to its other obligations set forth elsewhere in this Agreement, the parties agree that, subject to the terms and conditions of this Agreement, Company shall service the Program, and Company’s obligation to provide such servicing Servicing shall include, without limitation, include the following activities, which shall be performed, in all material respects, performed as provided in and subject to this Agreement and in accordance with Applicable Law Law, and Network Rulesin accordance with the Compliance Management Program, the Fraud Management Policies, the Customer Service Communications Protocol, the Program Privacy Notice and the Risk Management Policies, Collections Policies, and Compliance Practices, and the Service Level Standards, and, in each case to the extent not modified by the terms of this Agreement (including the Applicable Law provisions hereof)applicable, such activities shall include all servicing activities provided for the benefit of Target National Bank as of the Effective Date and shall be performed otherwise in accordance with no less care and diligence than the degree of care and diligence employed by Company and its Affiliates Company’s practices in effect prior to the Effective DateDate as such practices may be modified by Company its discretion:
(i) process Credit Card Applications in accordance with the Program Risk Management Policies;
(ii) provide adverse action notices in connection with respect the Program as required to declined comply with Applicable Law, including for all adverse actions regarding Credit Card Applications, reductions in credit limits and closing of Accounts;
(iii) subject to Section 2.4, produce and distribute new, replacement and reissued physical Company Credit Cards, provided that the cost of the reissuance of Company Credit Cards shall be allocated between Company and Bank as set forth in Section 2.4;
(iv) process and authorize Transactions;
(v) prepare, produce, process and mail Billing Statements (including any messages to be printed on Billing Statements), Inserts, the Program Privacy Notice, change in terms notices, or otherwise distribute all Credit Card Documentation and other communications to Cardholders; provided that the cost thereof in connection with the occurrence of the Closing Date shall be allocated in accordance with Section 2.4;
(vi) (A) process and maintain a record of opt-outs and opt-ins pursuant to the Program Privacy Notice, as well as Cardholder do-not-call, email unsubscribe, and similar requests, in each case to the extent required by to comply with Applicable Law and to any further extent that the parties may mutually agree; (B) make such opt-out out, opt-in and contact management records available to Bank; and (C) cooperate with Bank in honoring such opt-outs outs, opt-ins and contact management requests in a manner compliant with Applicable Law;
(vii) process payments on Accounts Accounts;
(viii) administer and respond to Cardholder disputes (including Cardholder litigation, chargebacks, and Cardholder inquiries and information requests);
(ix) handle collection and recovery efforts with respect to Accounts, including, solely to the extent consented to including initiating and handling associated litigation;
(x) upon prior written approval by Bank, selling work with Bank to jointly pursue the sale of Accounts and/or Cardholder Indebtedness that have been written offoff to third parties, in each case in accordance with the Collections Policies Servicing policies and practices in effect prior to the instructions of or approvals by BankClosing Date, as amended from time to time pursuant to this Agreement;
(viiixi) maintain or cause to be maintained a data processing system System for processing Credit Card Applications and servicing Accounts;
(ixxii) provide Account management services in accordance with the Program Risk Management Policies and Collections Policies, including identifying delinquencies, identifying collection efforts required, implementing collection efforts, and implementing credit-line adjustments, over limit authorizations and Account reactivation, deactivation or cancellation;
(xxiii) maintain call centers (which Company agrees will not block inbound calls except in order to prevent harassment of Company representatives by an individual Cardholder) and perform Cardholder Service functions, including telephone, e-mail and online Cardholder Service support and granting and processing adjustments, waivers and reversals Servicing functions as in accordance with effect as of the Cardholder Service practicesClosing Date or as enhanced at Company’s discretion or as otherwise required by this Agreement;
(xixiv) conduct monitoring and testing of all operational functions and compliance functions, including compliance with Applicable Law, the Compliance Management Program and the Program Risk Management Policies and provide reporting to Bank regarding the results of such monitoring and testing in accordance with the Compliance PracticesSection 4.10;
(xiixv) track and resolve Cardholder complaints related to the Program resolve, to the extent required by to comply with Applicable Law and as provided by the Cardholder Service Servicing practices; , and report to Bank on a regular periodic basis in accordance with Section 4.10 regarding Cardholder complaints, litigation, disputes and chargebacks related to the Compliance Practices regarding material complaints and complaint resolution resultsProgram; and provide such information regarding particular complaints complaints, litigation, disputes and chargebacks as Bank may reasonably request from time to time;
(xiiixvi) conduct and track new employee training and annual employee training for regulatory compliance and ensure completion in accordance with the Compliance Practicescompliance;
(xiv) facilitate an annual risk assessment and ongoing third party oversight by Bank to evaluate effectiveness of Company’s compliance program efforts and remediation of any deficiencies;
(xvxvii) process credit balance refunds;
(xvixviii) perform security functions to reduce fraud Fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applicationsProgram;
(xviixix) implement anti-money laundering and laundering, Office of Foreign Assets Control and Bank Secrecy Act compliance procedures in accordance with the Program policies and procedures;
(xviiixx) in the event of any disaster affecting the geographic location in which any Cardholders reside, take, in consultation with Bank, such actions Company as servicer reasonably deems necessary to accommodate and assist affected Cardholders, which may include practices such as waiving finance charges and fees and freezing Accountsother customer accommodations;
(xixxxi) undertake required credit bureau reportingreporting on Bank’s behalf and conduct dispute research and implement resolutions;
(xxA) maintain and implement a formal third party vendor management program that details selection, contracting and management procedures for material outsourcing relationships and complies with Applicable Law, relationships; (B) provide such information to Bank derived from such vendor management program (and such other information as may be or otherwise reasonably requested by Bank) as shall permit Bank to assess the performance enable Bank to perform its obligations under Applicable Law with respect to oversight of Program-related operations by Company’s vendors in furtherance of Bank’s vendor oversight obligations relating relation to the Program Program; and (C) exercise its contractual rights, including termination rights, as appropriate to remediate noncompliance by vendors in accordance connection with the requirements of Program with their obligations under agreements with Company or under Applicable Law, and otherwise provide reasonable assistance to Bank in its efforts to perform such obligations; in the event that it is determined that (a) any Company vendor is failing to perform its services as required pursuant to its agreements for the benefit of the Program and such failure to perform is likely to have a material impact on the Program-related operations being provided by the Company or (b) the actions or omissions of any Company vendor with respect to the Program are in violation of any requirements of Applicable Law, then Company shall keep Bank reasonably informed with respect as to such matters and shall exercise its contractual rights (including termination rights with respect to such vendor) as necessary to remediate such issues;
(xxi) conduct sanction screening on Applicants and Cardholders and, in the event that any Applicant or Cardholder appears on the List of Specially Designated Nationals and Blocked Person maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, immediately notify Bank and cooperate with Bank in taking appropriate action under Applicable Law;
(xxii) file suspicious activity reports as required by Applicable Law within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours status of any failure to file any such suspicious activity report within the required timeframeremediation;
(xxiii) file currency transaction reports as required by Applicable Law with respect to any cash transaction involving more than ten thousand dollars ($10,000) within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such currency transaction report within the required timeframe;
(xxiv) provide Bank data and reports in accordance with Section 4.11; and maintain required data feeds, databases, feeds and systems Systems contemplated by this Agreement to be maintained by Company; and
(xxvxxiv) in connection with the foregoing, implement such changes to features or operations any aspects of the Program administered by Decision Matters required of Company as servicer as determined pursuant to Section 3.5 or otherwise under this Agreement, and any changes to such features or operations as may be mutually agreed upon by in accordance with the parties in writing.
(b) Company shall maintain adequate levels provisions of appropriately experienced staff (including with respect to compliance, legal matters (including outside law firm support), quality assurance, audit and collections, as needed to carry out its obligations as servicer under this Agreement.
Appears in 1 contract
Certain Responsibilities of Company as Servicer. (a) In addition to its other obligations set forth elsewhere in this Agreement, the parties agree that, subject to the terms and conditions of this Agreement, Company shall service the Program, and Company’s obligation to provide such servicing Servicing shall include, without limitation, include the following activities, which shall be performed, in all material respects, performed as provided in and subject to this Agreement and in accordance with Applicable Law Law, and Network Rulesin accordance with the Compliance Management Program, the Fraud Management Policies, the Customer Service Communications Protocol, the Program Privacy Notice and the Risk Management Policies, Collections Policies, and Compliance Practices, and the Service Level Standards, and, in each case to the extent not modified by the terms of this Agreement (including the Applicable Law provisions hereof)applicable, such activities shall include all servicing activities provided for the benefit of Target National Bank as of the Effective Date and shall be performed otherwise in accordance with no less care and diligence than the degree of care and diligence employed by Company and its Affiliates Company’s practices in effect prior to the Effective Date:
Date as such practices may be modified by Company its discretion: (i) process Credit Card Applications in accordance with the Program Risk Management Policies;
; (ii) provide adverse action notices in connection with respect the Program as required to declined comply with Applicable Law, including for all adverse actions regarding Credit Card Applications;
, reductions in credit limits and closing of Accounts; (iii) subject to Section 2.4, produce and distribute new, replacement and reissued physical Company Credit Cards;
, provided that the cost of the reissuance of Company Credit Cards shall be allocated between Company and Bank as set forth in Section 2.4; (iv) process and authorize Transactions;
; (v) prepare, produce, process and mail Billing Statements (including any messages to be printed on Billing Statements), Inserts, the Program Privacy Notice, change in terms notices, or otherwise distribute all Credit Card Documentation and other communications to Cardholders;
; provided that the cost thereof in connection with the occurrence of the Closing Date shall be allocated in accordance with Section 2.4; (vi) (A) process and maintain a record of opt-outs and opt-ins pursuant to the Program Privacy Notice, as well as Cardholder do-not-call, email unsubscribe, and similar requests, in each case to the extent required by to comply with Applicable Law and to any further extent that the parties may mutually agree; (B) make such opt-out out, opt-in and contact management records available to Bank; and (C) cooperate with Bank in honoring such opt-outs outs, opt-ins and contact management requests in a manner compliant with Applicable Law;
; (vii) process payments on Accounts and handle collection and recovery efforts with respect to Accounts, including, solely to the extent consented to by Bank, selling Accounts that have been written off, in each case in accordance with the Collections Policies and the instructions of or approvals by Bank;
; (viii) maintain a data processing system for processing Credit Card Applications administer and servicing Accounts;
respond to Cardholder disputes (ix) provide Account management services in accordance with the Risk Management Policies and Collections Policiesincluding Cardholder litigation, including identifying delinquencies, identifying collection efforts required, implementing collection effortschargebacks, and implementing credit-line adjustments, over limit authorizations Cardholder inquiries and Account reactivation, deactivation or cancellation;
(x) maintain call centers (which Company agrees will not block inbound calls except in order to prevent harassment of Company representatives by an individual Cardholder) and perform Cardholder Service functions, including telephone, e-mail and online Cardholder Service support and granting and processing adjustments, waivers and reversals in accordance with the Cardholder Service practices;
(xi) conduct monitoring and testing of all operational functions in accordance with the Compliance Practices;
(xii) track and resolve Cardholder complaints related to the Program to the extent required by Applicable Law and as provided by the Cardholder Service practicesinformation requests); report to Bank on a regular periodic basis in accordance with the Compliance Practices regarding material complaints and complaint resolution results; and provide such information regarding particular complaints as Bank may reasonably request from time to time;
(xiii) conduct employee training for regulatory compliance and ensure completion in accordance with the Compliance Practices;
(xiv) facilitate an annual risk assessment and ongoing third party oversight by Bank to evaluate effectiveness of Company’s compliance program efforts and remediation of any deficiencies;
(xv) process credit balance refunds;
(xvi) perform security functions to reduce fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applications;
(xvii) implement anti-money laundering and Office of Foreign Assets Control compliance procedures;
(xviii) in the event of any disaster affecting the geographic location in which any Cardholders reside, take, in consultation with Bank, such actions Company as servicer reasonably deems necessary to accommodate and assist affected Cardholders, which may include practices such as waiving finance charges and fees and freezing Accounts;
(xix) undertake required credit bureau reporting;
(xx) maintain a formal third party vendor management program that details selection, contracting and management procedures for material outsourcing relationships and complies with Applicable Law, provide such information to Bank derived from such vendor management program (and such other information as may be reasonably requested by Bank) as shall permit Bank to assess the performance of Program-related operations by Company’s vendors in furtherance of Bank’s vendor oversight obligations relating to the Program in accordance with the requirements of Applicable Law, and otherwise provide reasonable assistance to Bank in its efforts to perform such obligations; in the event that it is determined that (a) any Company vendor is failing to perform its services as required pursuant to its agreements for the benefit of the Program and such failure to perform is likely to have a material impact on the Program-related operations being provided by the Company or (b) the actions or omissions of any Company vendor with respect to the Program are in violation of any requirements of Applicable Law, then Company shall keep Bank reasonably informed with respect to such matters and shall exercise its contractual rights (including termination rights with respect to such vendor) as necessary to remediate such issues;
(xxi) conduct sanction screening on Applicants and Cardholders and, in the event that any Applicant or Cardholder appears on the List of Specially Designated Nationals and Blocked Person maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, immediately notify Bank and cooperate with Bank in taking appropriate action under Applicable Law;
(xxii) file suspicious activity reports as required by Applicable Law within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such suspicious activity report within the required timeframe;
(xxiii) file currency transaction reports as required by Applicable Law with respect to any cash transaction involving more than ten thousand dollars ($10,000) within the time frames required by Applicable Law and notify Bank within twenty-four (24) hours of any failure to file any such currency transaction report within the required timeframe;
(xxiv) provide Bank data and reports in accordance with Section 4.11; and maintain required data feeds, databases, and systems contemplated by this Agreement to be maintained by Company; and
(xxv) in connection with the foregoing, implement such changes to features or operations of the Program administered by Company as servicer as determined pursuant to Section 3.5 or otherwise under this Agreement, and any changes to such features or operations as may be mutually agreed upon by the parties in writing.
(b) Company shall maintain adequate levels of appropriately experienced staff (including with respect to compliance, legal matters (including outside law firm support), quality assurance, audit and collections, as needed to carry out its obligations as servicer under this Agreement.* 31
Appears in 1 contract
Samples: Credit Card Program Agreement
